Peter Parker: Spider-Man
by Wyzeguy
Summary: My own screenplay of the Spider-Man movie. Peter Parker has a hard road ahead of him in on his
1. Default Chapter

Peter Parker: Spider-Man  
  
Screenplay  
  
By David Ellis  
  
Begun: 9-11-00  
  
Completed: 6-30-01  
  
Based on the Marvel Comics characters created by Stan Lee, Steve Ditko, and John Romita Sr.  
  
FADE IN  
  
EXT. NEW YORK CITY SKYLINE - SUNSET  
  
We travel high over the street, the various Manhattan skyscrapers passing us on each side. The golden-red sky is reflected off of the glass windows, causing the buildings to shine like jewels.  
  
However, something's strange about the way we're seeing this. Instead of moving smoothly across the city, as if in a helicopter, our P.O.V. seems to lurch diagonally, down, from one side of the street to the other, in a series or arcs. It's almost like...swinging?  
  
BEGIN OPENING CREDITS  
  
A red-gloved right hand moves outward into view, pointing at the building nearest us, and a thin cable shoots from the wrist. The cord strikes a flat side of the building, and oddly stays there, apparently adhering to it.  
  
The cable pulls taut, and the hand holds on fiercely as the P.O.V. suddenly dips into another arc.  
  
By now, it's clear we are seeing things through the eyes of the person swinging. We reach the bottom of the arc and travel upward toward a building across the street. This time the left hand shoots out and repeats the action of the right hand.  
  
CUT TO  
  
EXT. MANHATTAN BANK - SUNSET  
  
ANGLE ON a stylish, expensive-looking bank that looks somewhat like a hotel. CLOSE IN on the front entrance, as random people move in and out of it, and still more pass by on the sidewalk.  
  
One MAN, dressed in a trench coat, looks around warily, then up, before entering.  
  
INT. MANHATTAN BANK -SUNSET  
  
The bank looks even more impressive on the inside. This establishment must be quite good at what it does. The customers number in the dozens, most of them standing impatiently in line. We even see a few kids held by their parents' hands.  
  
In one corner, a CUSTOMER finds himself having great difficulty figuring out how to work an A.T.M. machine.  
  
CUSTOMER  
  
What the f--? "Rejected"? How can that be? I just got this stupid card yesterday!  
  
The man tries again, and this time, the card is accepted. Over his shoulder, we see on-screen the words, "PROCESSING REQUEST. PLEASE WAIT..."  
  
CUSTOMER  
  
(relieved)  
  
Yess! About time! C'mon...c'mon already...  
  
The man in the trench coat walks by behind him, and stops for a moment, a sly grin crossing his face. He then continues walking.  
  
The ATM machine suddenly experiences a power surge that fries its systems. The screen turns off.  
  
CUSTOMER  
  
What the fuck? STUPID MACHINE!  
  
POV: SECURITY CAMERA  
  
We see the bank lobby as a grainy image, from the point of view of one of the security cameras. In the center of the frame, the man in the trench coat stops and looks directly at the CAMERA, smiling for posterity.  
  
The camera cuts off, and all we see is static.  
  
INT. MANHATTAN BANK - SUNSET  
  
The man in the trench coat looks around with amused curiosity as CLERKS suddenly experience problems with their computers. Frustrated cursing and plenty of ad-libs are heard.  
  
Suddenly, the light go out, and the only light source around is from outside.  
  
The man suddenly raises a hand above him, and a thin stream of electricity travels from it to the ceiling, getting everyone's attention. He announces:  
  
ELECTRO  
  
May I have your attention please?!  
  
He looks around at the customers, who have ducked-and-covered, and are peeking at him with horrified eyes.  
  
ELECTRO  
  
Hm...I guess I do. Anyway, allow me to introduce myself.  
  
He opens his coat and reveals an electric blue outfit with a lightning design adorning it. He balls up the coat, holds it one hand, and zaps it with a handful of electricity, setting it on fire.  
  
ELECTRO  
  
(while doing this)  
  
I AM ELECTRO!  
  
Electro was MAXWELL DILLON, a small-time hood with grand aspirations, until an electrical accident turned him into a small-time hood with grand aspirations and the means to carry them out. However, it seems he often doesn't think things through as well as he should, which has prevented him from success thus far.  
  
Three SECURITY GUARDS draw their guns.  
  
SECURITY GUARD #1  
  
Freeze!  
  
ELECTRO  
  
I can't. My powers don't work that way.  
  
Electro holds up his other hand, and three streaks of electricity shoot from it and strike the guards, dropping them.  
  
ELECTRO  
  
Anyway...believe it or not, folks, this isn't a stick-up. It's just a...publicity stunt, if you will. I'm looking to attract the attention of a certain wall-crawler some of you may know as...Spider-Man.  
  
CUT BACK TO  
  
EXT. NEW YORK CITY SKYLINE - SUNSET  
  
Now, instead of simply his arms, we see the swinging figure's full back view, as he continues commuting in his own unique fashion. We see a red-and- black form-fitting costume. From his shoulders up is red, and the rest is black, though a large red spider design is prominently displayed on his back.  
  
Obviously, this is the guy Electro referred to: SPIDER-MAN.  
  
He shoots a strand of webbing at a building at a different angle, and swings around the building, effectively hanging a left. He continues on his way.  
  
INT. MANHATTAN BANK - SUNSET  
  
Electro paces back and forth, impatiently.  
  
ELECTRO  
  
Somebody needs to get the word out to that web-head. I mean, one would think that holding a freakin' bank hostage would get him to show, but NOOO! He hasn't arrived.  
  
(ponders)  
  
Maybe I should have taken over a media outlet, like a TV station. Nah, I'd short out the equipment before I send the message.  
  
Electro sees an injured guard reaching for his walkie-talkie.  
  
The guard freezes. Electro grins.  
  
ELECTRO  
  
Oh, by all means...call as many cops as you can. It'll inevitably bring Spidey, and then the fun'll begin.  
  
The guard nods slowly and speaks into his walkie-talkie.  
  
One brave soul tries to sneak toward the revolving doors, but Electro catches the movement out of his periphery. Electro zaps him with a glare, toasting his jacket. The man writhes in pain.  
  
ELECTRO  
  
Hey! Who said you could go anywhere? I still need hostages.  
  
CUT TO  
  
INT. SQUAD CAR - SUNSET  
  
Two cops hear an "All Units" alert on the CB.  
  
DISPATCHER  
  
(v.o.)  
  
All units: Hostage situation reported at Sunset National Bank. Supervillain involved.  
  
COP #1  
  
Ten-four. On our way.  
  
COP #2  
  
A supervillain? This is just great. How the hell are we supposed to deal with that?  
  
COP #1 glances at his rearview mirror, and does a double-take when he sees a tiny figure far above street level, moving fast. The figure is dressed in red and black...  
  
COP #1  
  
(turning to his partner)  
  
Looks like we're about to get help. I just saw Spider-Man!  
  
COP #2  
  
Him? Oh god...his help we can do without. Ain't you read the Bugle? That guy's just as shady as the bad guys!  
  
COP #1  
  
Oh, shut up...  
  
CUT BACK TO  
  
INT. MANHATTAN BANK - SUNSET  
  
Electro hears sirens in the distance.  
  
ELECTRO  
  
Ah! Perfect! It shouldn't be too long now, and then I get to zap a spider.  
  
A faint tapping noise is heard, and Electro looks around. The tapping continues, and it finally occurs to him to look up.  
  
UPSHOT of the bank's skylight, where we see a figure looking through the glass at us and waving. This is our first look at Spider-Man's face, covered by a full-faced red mask and large reflective eyepieces.  
  
ELECTRO  
  
(o.s.)  
  
SPIDER-MAN!!  
  
SPIDER-MAN  
  
Well, obviously.  
  
Electro fires a bolt of lightning up at the skylight, shattering it into thousands of melted pieces.  
  
Spider-Man has long since moved to safety.  
  
TIGHT CLOSEUP of Electro as he clenches his teeth and growls.  
  
CLOSEUP of the skylight, where Spidey's gloved hand gestures, "c'mere."  
  
BACK TO ELECTRO.  
  
ELECTRO  
  
Huh..? How does he expect me to follow him? I can't fly--  
  
A thin strand of webbing is shot and attached to Electro's chest.  
  
WIDE SHOT: ELECTRO IS FORCIBLY YANKED OFF HIS FEET AND UP TOWARD THE SKYLIGHT.  
  
ELECTRO  
  
AAAAAAAAAAAAAAAAAHHHHHHHHHH!!!!!!!!!  
  
EXT. BANK ROOFTOP - SUNSET  
  
Electro emerges through the skylight, still screaming his fool head off, and continues for another yard or two before landing chest-first onto the gravel rooftop. He catches his breath and looks up.  
  
Spider-Man is perched on a high ledge, holding his chin in his hand. Even though his face is completely covered, we get the feeling he's wearing a shit-eating grin from ear to ear.  
  
SPIDER-MAN  
  
Hope you enjoyed the ride. That'll be twenty bucks.  
  
Electro shouts his rage and hops to his feet, electricity arcing across his body. The electricity collects into his hands, which glow bluish-white.  
  
Electro fires off the shot, but Spidey jumps with inhuman speed and lands back on the ledge. The building across the street is hit with the lightning, and a sound of thunder is heard in the background.  
  
SPIDER-MAN  
  
Hey! Does this mean you're an unsatisfied customer?  
  
Electro fires another bolt, which just barely misses Spidey.  
  
SPIDER-MAN  
  
YOW! Okay, I'll take that as a yes! Fine then. Zap at me all you want. But just remember, YOU'RE paying the electricity bill!  
  
EXT. MANHATTAN STREET - SUNSET  
  
UPSHOT FROM STREET LEVEL of the bank's roof, where streaks of lighting appear and strike nearby buildings. PEDESTRIANS cover their ears and run.  
  
PEDESTRIAN  
  
Damn! This always happens when Spidey's around!  
  
EXT. BANK ROOFTOP - SUNSET  
  
Spider-Man performs a myriad of acrobatic stunts across the rooftop to avoid Electro's bolts. Almost by accident, one of them connects, and Spidey falls off the roof.  
  
SPIDER-MAN  
  
AARRH!  
  
UPSHOT of the bank rooftop ledge, where Electro peers down toward the street, looking for Spidey.  
  
DOWNSHOT of the street, from Electro's POV, panning quickly from side to side. The only sign of Spider-Man is a webline attached to a flagpole, flapping in the wind.  
  
ELECTRO  
  
(v.o.)  
  
Where the hell?  
  
Electro quickly looks back up and around, frantically. Where did that stupid wall-crawler disappear to?  
  
He feels a tap on his shoulder and whips around, firing another lightning bolt at nothing.  
  
WIDE DOWNSHOT of the roof, where Electro moves around in a 360-degree scan, extremely paranoid.  
  
CLOSEUP of Electro, as a glob of webbing hits him in the back of the head.  
  
SPIDER-MAN  
  
(v.o.)  
  
Hey Sparky, I'm right behind you!  
  
Electro spins around, but this time is smart enough this time to look before zapping.  
  
This time, however, he sees Spider-man swing toward him on a webline, feet extended in a kick.  
  
Electro is slammed in the chest by Spidey's feet, and is pushed off the roof. The two fall toward the street.  
  
Some weird strobing effect happens to Spider-Man's head, and he points a hand to an unseen target, about to fire another web to stop their fall, but Electro clamps onto Spidey's legs and emits a powerful electrostatic pulse. Spidey screams in pain.  
  
EXT. MANHATTAN STREET - SUNSET  
  
The two continue to fall toward the street, as bystanders try to get out of the way. Spidey recovers his wits and kicks at the bank building, pushing off of it while holding onto Electro. The two sail clear across the street. Electro screams the whole time.  
  
Spider-Man lands on the sidewalk, and tosses Electro to the ground. They both catch their breaths.  
  
SPIDER-MAN  
  
Thanks a lot...hhhh.... Sparky...hhh.... you just about...killed us both...  
  
They hear multiple clicking sounds and look up as the POLICE surround them, guns drawn.  
  
POLICE CHIEF  
  
FREEZE! BOTH OF YOU!  
  
ELECTRO  
  
(under breath)  
  
Not this again...  
  
(putting on a brave front)  
  
All right, cops! One step closer and I'll fry ALL of you! I'll do it! You wanna feel a hundred thousand volts, just TRY me!  
  
While Electro says this, Spidey stands up, looks up and around innocently, and kicks at a fire hydrant behind him. The fireplug is knocked clean off, and a stream of high-pressured water erupts into Electro's back, sending him into a parked car. Electro finds himself unable to move due to the water, and his powers are shorted out.  
  
It finally occurs to one of the officers to look around for Spider-man, but the webslinger has already made his escape.  
  
UPSHOT at the NYC skyline as the officer watches Spider-Man swing off in the distance.  
  
CUT TO  
  
EXT. WATER TOWER - SUNSET  
  
Begin the SHOT with the tower in the distance, then CLOSE IN. We see an odd object attached to it, which upon closer look is a photo camera attached to the ladder railing by a glob of webbing. By this time, the camera is close enough to fill most of the frame, but we see a shadow fall across the tower behind it.  
  
Spidey's glove reaches into view and yanks the camera out of the webbing. The hands then check the camera to see if it's been operating properly.  
  
WIDER VIEW of Spider-Man, apparently satisfied, leaping off of the tower and shooting a webline off into the distance. He swings away, as we PULL OUT further to reveal that the camera had been pointed at the bank's rooftop, where Spidey had fought Electro in the previous sequence. The last rays of sunlight are fading into the horizon.  
  
CUT TO  
  
EXT. DAILY BUGLE - NIGHT  
  
The sun has set. We see a prominent, 40s-style building that has been renovated frequently to keep with the times. Adorning the top are giant letters spelling out "DAILY BUGLE". CLOSE IN on one of the top windows. A gruff voice suddenly barks:  
  
J. JONAH JAMESON  
  
(v.o.)  
  
WHERE'S PARKER?  
  
INT. DAILY BUGLE CITY DESK - NIGHT  
  
The City Desk is bustling with people, as one might expect. The noise level is fairly high, since it's crunch time, close to a deadline. People are shouting at each other to be heard, arguing into phones, and typing at incredible speeds. The atmosphere is hectic.  
  
At the center of it stands the publisher, J. JONAH JAMESON, whose voice we just heard. He's an old, hard-boiled newsman from the forties, a very intimidating figure with a crew cut and a cigar that he keeps in a deathgrip between his teeth. Always ready to rant and curse at full blast, he exists in two settings: 'Hardass' and 'Hardass-er'.  
  
JAMESON  
  
(con't, to no one in particular)  
  
Spider-Man was sighted dealing with some electricity-wielding freak, and the only photographer I have that can get decent photos of him isn't HERE! Doesn't that slacker KNOW we have deadline to meet?!  
  
Jameson's secretary, an African American woman named GLORI GRANT, waits for an opening in Jameson's spiel.  
  
GLORI  
  
I'm sure Peter is on his way. He's always delivered the goods to us before.  
  
JAMESON  
  
Yeah, and always at the last possible second! He's been freelancing for us for almost a month...  
  
GLORI  
  
Two weeks, actually...  
  
JAMESON  
  
Right! Two weeks...and not ONCE has that kid brought anything in with time to spare! That was unacceptable in my time! Why, I remember back when--  
  
PETER PARKER  
  
(o.s.)  
  
Mr. Jameson!  
  
Jameson turns, and we see a teenager fighting his way through the crowd of reporters, holding up a package of pictures. This, of course, is PETER PARKER, a 16-year-old high school student. He's skinny, with brown hair, attire that one might wear in church, and a nerdy but excitable demeanor. A camera bag is slung over one shoulder. He looks like he's fought a long hard battle to acquire the pictures he's taken, which is actually a good description of what he just did.  
  
PETER  
  
(reaching Jameson)  
  
Mr. Jameson...I got the pics. I filled up the whole roll, just as you asked.  
  
JAMESON  
  
Parker! It's about time! We've got a deadline to meet! My office!  
  
INT. JAMESON'S OFFICE - NIGHT  
  
Peter and Jameson walk into the latter's spartan office, and Jameson sits at his desk. He grabs the envelope.  
  
JAMESON  
  
These better be damn good photos, or I'm takin' it outta your pay! I've got enough to worry about, without you wasting my time!  
  
PETER  
  
(smiling)  
  
Oh, they are, trust me.  
  
JAMESON  
  
Better than your last ones?  
  
PETER  
  
Absolutely, Mr. Jameson.  
  
JAMESON  
  
(rolling his eyes)  
  
That ain't hard to do...  
  
Jameson opens the envelope, pulls out the photos, and begins looking through them.  
  
OVER HIS SHOULDER, we see various shots of the Spidey/Electro rooftop fight, all from the same angle.  
  
JAMESON  
  
(o.s.)  
  
Mmmm....not bad...boring.... They're almost out of the frame. You should try actually following the action, Parker.... too blurry...  
  
PETER  
  
(o.s.)  
  
Uh, that's because they're moving so fast.  
  
JAMESON  
  
(o.s.)  
  
No excuse.  
  
Jameson finishes and looks up at Peter, who's waiting expectantly for the final verdict.  
  
JAMESON  
  
Not too bad. They'll work. I especially like that one of the aftermath, with the broken fire hydrant on the street, Electro, and the cops.  
  
PETER  
  
(eyes brightening)  
  
Really?  
  
JAMESON  
  
Yeah, I'll run it on Page One along with the clearest Spidey pic.  
  
Peter smiles even wider, but then the other shoe drops.  
  
JAMESON  
  
(con't)  
  
We'll run it with a big headline:  
  
(frames the imagined headline with his hands)  
  
"SPIDER-MAN FIGHTS ELECTRO, ENDANGERS CITIZENS!"  
  
PETER  
  
(frowning)  
  
It figures.  
  
JAMESON  
  
He's a menace, Parker. All he's in it for is the fame! First the TV appearances, and when THAT wasn't enough, he tried to be a big-shot crimefighter!  
  
PETER  
  
Uhm...what's wrong with that?  
  
JAMESON  
  
He does all this behind A MASK! He doesn't want anybody to know who he is because he has a lot to hide! Do you really want someone that shady to protect you?  
  
PETER  
  
(skeptically)  
  
I thought the mask was just for the mystery angle, to keep people guessing.  
  
JAMESON  
  
The only angle he's after is the "bad boy" angle. Everybody nowadays is obsessed with the "edgy" icons. Like you can't be popular anymore without being shady. I mean, just look at the costume! Red and black, with bug eyes, creepy-looking. Like he's trying to scare people!  
  
Peter tries to hold his tongue, though we see that he's visibly wounded by Jameson's appraisal of Spider-Man.  
  
Jameson stuffs the photos back into the envelope, and hands it back to Peter.  
  
JAMESON  
  
Run this over to the Photo department. Make yourself useful, for once.  
  
PETER  
  
(reluctantly)  
  
Err..right away Mr. Jameson...  
  
JAMESON  
  
Get a move on! We have a paper to put out, here! And shut the door behind you!  
  
Peter leaves.  
  
INT. CITY DESK - NIGHT  
  
Peter closes the door behind him, then leans on it, recovering from another encounter with Jameson.  
  
ROBBIE  
  
(o.s.)  
  
He's making you deliver the photos yourself again, Peter?  
  
Peter turns and smiles at Joe "Robbie" Robertson, a black man around Jameson's age, but much friendlier. He treats his employees like his close friends, and is responsible for much of the office morale. He's also the only Daily Bugle reporter (and probably the only man alive) who can win an argument with Jameson. Peter looks up to him.  
  
ROBBIE  
  
(shaking his head)  
  
Here, let me handle that. You've done more than your share.  
  
PETER  
  
Thanks, Mr. Robertson.  
  
Peter gives the envelope to Robbie, who gives him a paycheck in return.  
  
ROBBIE  
  
Call me Robbie, I keep telling you. Really, you do good work. Ol' Jameson will never admit it, but he thinks so too. He depends on your Spidey pictures.  
  
PETER  
  
(shocked)  
  
He does?  
  
ROBBIE  
  
He does. You're one of our best freelancers. Keep up the good work.  
  
Another reporter walks up to Robbie and asks him a question. Robbie smiles and waves Peter on his way.  
  
His spirits renewed, Peter strolls through the chaotic room, greeting familiar faces.  
  
PETER  
  
Hi Ben...hi Phil...hi Fred...Ann...Ned...  
  
(passes a pretty intern)  
  
Hi Betty!  
  
BETTY  
  
Oh...hi Peter.  
  
On his way to the elevator, Peter sees a previous edition of the Daily Bugle newspaper, with a close-up color picture (that Peter himself took) of Spider-Man adorning the front page. The headline reads, "SPIDER-MAN: VILLAIN IN DISGUISE?" Peter frowns and shakes his head.  
  
INT. ELEVATOR  
  
Peter enters the elevator, hands in his pockets. His cheery move has been shelved by the newspaper headline. He leans against the wall, and stares up at the ceiling, rubbing his eyes. We then hear a VOICEOVER by Peter, displaying his thoughts. SLOWLY CLOSE IN on Peter's face.  
  
PETER  
  
(v.o.)  
  
Jameson thinks I'm, or rather Spider-Man is, a shallow showboater. Only in it for the glory. That used to be true, but not anymore. He thinks the mask is hiding some dark secret. He's right on that account. My mask hides a tragic mistake...  
  
DISSOLVE TO  
  
EXT. MIDTOWN HIGH SCHOOL - DAY  
  
We see what's basically an average New York high school. CLOSE IN on it, while a TITLE CAPTION is displayed across the bottom of the screen:  
  
TITLE CAPTION  
  
ONE MONTH AGO...  
  
INT. MIDTOWN HIGH HALLWAY -DAY  
  
Classes have let out for the day. Students swarm the halls, and the scene is reminiscent of the Daily Bugle City Desk we just witnessed. CLOSE IN on Peter, who's at his locker, stuffing books into his backpack. He's wearing glasses, though. He's talking to a friend on his left, HARRY OSBORN. Harry's a troubled rich kid with a dysfunctional home life, which he tries to hide by being a smartass and sci-fi fanboy. He's well dressed, except for an expensive "Star Trek" jacket.  
  
HARRY  
  
Are you as glad as I am that it's Friday?  
  
PETER  
  
At this point, do you even have to ask?  
  
HARRY  
  
Good point. My old man's going to be stuck in the office the whole weekend, which means I'll have the house to myself. You and MJ should keep me company.  
  
PETER  
  
Your father doesn't spend much time with you, does he?  
  
HARRY  
  
Nope. I like it that way, actually. Every time I see him, he makes me wish I didn't.  
  
PETER  
  
(nodding)  
  
I don't blame you, Harry. I've seen what he's like. Sure, it sounds like fun. I'll come if MJ will.  
  
A red-haired girl walks up to them, smiling. She is a serious fox. Why she hangs around geeks like Peter and Harry aren't readily obvious, but the other girls pass by her and sneer with the same contempt they show the two guys. Apparently, Peter, Harry, and she are members of a three-person social clique. By the way, she's MARY JANE WATSON, or "MJ" for short.  
  
MJ  
  
Hey guys! If I will what?  
  
PETER  
  
(smiling)  
  
Hi MJ! We were just talking about spending the weekend at Harry's place.  
  
MJ  
  
Cool! Count me in. I'm always up for a dip in the pool.  
  
Peter studies MJ briefly, as if picturing her in a swimsuit. It's obvious he's attracted to her (any guy with a brain in his head is, actually). He looks away when she glances at him.  
  
FLASH  
  
(o.s.)  
  
Well, if that's what you want, honey, you can take a dip in mine!  
  
Peter, Harry, and MJ turn and glare at the school's resident jock/bully, EUGENE "FLASH" THOMPSON. He's accompanied by his fellow football players, who, like Flash, are dressed in varsity jackets. Peter and his friends have nothing but disgust for him.  
  
MJ  
  
You wish, Eugene. I wouldn't be caught dead in your pool. Well, actually I would. If I ever got near it, I'd be tempted to drown myself from the embarrassment. So I'll have to pass, thanks.  
  
FLASH  
  
(as his buddies chuckle)  
  
Didn't I TELL you not to call me that? It's Flash, not Eugene.  
  
MJ  
  
Whatever...  
  
FLASH  
  
(patting his chest arrogantly)  
  
Oh come on, you know you still want this.  
  
MJ  
  
If I did, I wouldn't have dumped you, would I? I don't WANT some controlling, brainless jock.  
  
It's clear Flash is less than amused by this conversation, even though everyone else is enjoying it immensely.  
  
FLASH  
  
(about to turn away)  
  
Yeah, just keep telling yourself that, bitch.  
  
MJ and her friends glare at Flash, dangerously.  
  
PETER  
  
You might want to take that back, Thompson.  
  
FLASH  
  
(to Peter)  
  
Oh yeah, look who it is, Pussy Parker!  
  
The hallway erupts in snickers and laughter. Well, Peter, MJ, and Harry don't laugh.  
  
FLASH  
  
(con't)  
  
I've been meaning to ask you about what you said in Chem.  
  
PETER  
  
I said a lot in Chem, Flash. Be specific.  
  
FLASH  
  
I meant that crack about me having "HCL on the brain". What the fuck does that mean?  
  
PETER  
  
It might take me a while to explain it to you, but I'll just say that you're proving me right.  
  
Flash knows an insult when he hears one, and he shoves Peter into the locker, grabbing Peter's shirt.  
  
FLASH  
  
(pissed)  
  
Say that again! C'mon, say it!  
  
MJ  
  
(clutching his shoulder, trying to pry him off Peter)  
  
Leave him alone!  
  
Flash shrugs off MJ's grip, then lets go of Peter and steps back.  
  
FLASH  
  
All right, all right, I'm cool...  
  
(smoothes out Peter's shirt)  
  
See? No problem.  
  
Flash moves in close to Peter's face.  
  
FLASH  
  
But you should watch what you say around me. You know what happens when you piss me off.  
  
FLASH walks to his locker, and Peter stares after him, furious.  
  
MJ  
  
Are you all right, Peter?  
  
PETER  
  
(gathering his stuff)  
  
Oh yeah, I'm just peachy. Spiffy, even.  
  
HARRY  
  
C'mon, let's get outta here.  
  
The three of them head toward the main doors, collectively having a bad day.  
  
Flash, crouching at his gym bag, watches them walk, then removes his lucky football from his bag. CLOSE IN on the football.  
  
HARRY  
  
So what movies should we rent? How about that Wesley Snipes movie?  
  
PETER  
  
Hmm...nah. I've had enough violence for one--  
  
Peter is hit in the back of the head with Flash's football. He falls to his knees, and his glasses fall off.  
  
MJ and Harry react in horror.  
  
Everyone else bursts out laughing, especially Flash Thompson, who high- fives a friend.  
  
FLASH  
  
YES! TOUCHDOWN!  
  
Peter rubs the back of his head, tears stinging his eyes. He accidentally breaks his glasses under his knee. He picks them up and inspects them. One of the lenses is cracked, and the frames are bent.  
  
FLASH  
  
(o.s.)  
  
What'samatter, Parker? Windshield damaged? Y'know, you should take care of your glasses better than that!  
  
Peter turns and glares daggers at Flash. The look on his face is one of pure rage. He looks like he's about to kick Flash's ass, never mind that the latter has a hundred pounds on him.  
  
The hallway falls dead silent. They've never seen Peter like this. Any thoughts of leaving the campus and getting the weekend started are forgotten. Even Flash is unnerved.  
  
Finally, Peter, puts his glasses on, grabs his backpack, slings it over his shoulder, and walks out the door without a sound.  
  
Harry and MJ follow, and activities resume in the hallway.  
  
EXT. MIDTOWN HIGH LAWN - DAY  
  
Peter heads for the parking lot, trying to get his anger back under control. MJ and Harry catch up with him.  
  
MJ  
  
Peter? Peter, wait up!  
  
HARRY  
  
Man, what got INTO you?  
  
PETER  
  
I don't want to talk about it.  
  
MJ  
  
Forget Flash! He's just an asshole. He's not worth your time.  
  
PETER  
  
Got it.  
  
MJ  
  
C'mon, Peter, my aunt's here. I'll give you a ride home.  
  
PETER  
  
(icily)  
  
No thanks. I'll walk.  
  
Peter hangs an abrupt left and heads down the sidewalk, still pissed. MJ gazes after him, worried.  
  
MJ  
  
(whispering)  
  
Dammit, Peter...  
  
CUT TO  
  
EXT. OSCORP - DAY  
  
CLOSE IN on a very industrial building, a Research & Development firm where all kinds of products are manufactured, and concepts are created. Oscorp's main innovations are of a chemical and mechanical nature.  
  
INT. OSCORP OFFICE -DAY  
  
PAN ACROSS a large industrial facility, that looks like a cross between an R&D laboratory and a factory. It's filled with computers, research equipment, test tubes full of various chemicals, and three men.  
  
One is NORMAN OSBORN, an angry-looking forty-something businessman, with brown slicked-back hair.  
  
Next to him is MENDEL STROMM, Osborn's business partner, with grey hair and glasses.  
  
The third one is OTTO OCTAVIUS, an intense-looking scientist around Osborn's age or older, who's balding rapidly, and looks like he spends entirely too much time in the lab. Osborn watches with folded arms as Octavius gives a detailed progress report.  
  
OSBORN  
  
I'm running out of patience, Octavius. You promised me the formula would be ready by now, yet now you tell me that it's only 85% complete?  
  
OCTAVIUS  
  
Creating a formula for a biogenic weapon is not easy, Mr. Osborn. It's quite unstable at this point, which means that unless I strike the perfect balance, we won't have a chemical weapon. We'll have a bomb.  
  
OSBORN  
  
I suggest you find that balance soon. My potential buyers are getting restless, and they won't hold out for much longer. If I lose this contract, I will be QUITE unhappy.  
  
Octavius fastens an odd HARNESS CONTRAPTION to his body. The harness looks like a large steel girdle with four long metal snakelike appendages emerging from it. At the end of each appendage are three grasping fingerlike digits.  
  
OCTAVIUS  
  
One cannot rush science, Osborn, especially not something as meticulous as this. The formula is currently so volatile that it must be handled by these appendages of my own devising, instead of imprecise human hands. If I am rushed, if I make even the SLIGHTEST mistake...all the process will be lost.  
  
OSBORN  
  
You have two days to finish the project, Octavius, or your employment will be terminated. Is that clear?  
  
OCTAVIUS  
  
(through gritted teeth)  
  
Perfectly, sir.  
  
Osborn and Stromm walk toward the exit, leaving Octavius to mutter under his breath.  
  
OCTAVIUS  
  
"Yes, Mr. Osborn...right away, Mr. Osborn..."  
  
He thinks I'm expendable and replaceable.  
  
PAN ACROSS the length of one of the appendages, until we reach the fingers, which clench into a makeshift fist with an audible CLANK.  
  
OCTAVIUS  
  
(o.s., casually)  
  
We'll see about that.  
  
INT. OSCORP HALLWAY - DAY  
  
Osborn and Stromm walk down the hallway, discussing Octavius.  
  
STROMM  
  
I don't trust him.  
  
OSBORN  
  
Neither do I, Stromm, which is why I'm keeping a close eye on him.  
  
STROMM  
  
It's my original formula in the first place; he's completely altering it.  
  
OSBORN  
  
That's what I'm paying him to do. We need that biogen weapon working.  
  
STROMM  
  
What about the other formula?  
  
OSBORN  
  
The Goblin Formula? We--  
  
HARRY  
  
(o.s.)  
  
Dad! Wait up!  
  
Osborn turns as his son Harry runs to him. Norman doesn't look happy to see Harry. Stromm walks off.  
  
OSBORN  
  
What is it, Harry? I'm quite busy!  
  
HARRY  
  
(nervously)  
  
Err...I was just wondering...if it'd be okay that..well, since you're going to spend basically the whole weekend here--  
  
OSBORN  
  
(impatiently)  
  
Yes?  
  
HARRY  
  
Well, I was wondering if Peter and Mary Jane could stay over at the house for the weekend.  
  
OSBORN  
  
No.  
  
HARRY  
  
But--  
  
OSBORN  
  
We've been through this, Harry. I don't want you associating with those two. That Parker boy is a loser, and Mary Jane...well...I can't stand either of them!  
  
HARRY  
  
You've...you've never even given them a chance!  
  
OSBORN  
  
Don't TALK back to me, son! You'll be much stronger if you learn to stand on your OWN, instead of relying to loser friends.  
  
HARRY  
  
That's just IT! I'm ALWAYS alone! You never spend ANY time with me, and when you do, it's to berate me for not living up to your expectations!  
  
OSBORN  
  
What do you want me to do? Take you fishing or something?  
  
(beat)  
  
I'll eventually hand this company over to you one day, but as it stands you're not strong enough to handle it. I won't have Oscorp run by some...some...  
  
(appraises Harry with undisguised contempt)  
  
...some weakling. Now if that's all, I have work to do.  
  
Osborn turns down another hallway, leaving his son standing there, completely alone.  
  
HARRY  
  
Well...thanks for understanding, Dad.  
  
CUT TO  
  
EXT. PARKER HOUSEHOLD - DAY  
  
Peter Parker finally trudges his way onto the front lawn of his suburban home. He looks even worse than when we last saw him, but long frustrated walks tend to do that to him. He's still rubbing the knot on the back of his head.  
  
INT. PARKER HOUSEHOLD - DAY  
  
Peter enters the living room, completely frazzled.  
  
PETER  
  
Uncle Ben, Aunt May, I'm home...  
  
BEN PARKER, an old man, in his fifties, looks up from his crossword puzzle. His wife, MAY PARKER, walks out of the kitchen. The two are a kind couple, and the only parental figures Peter knows. A cartoon show plays in the background.  
  
AUNT MAY  
  
Peter...you're usually home by now. What hap--  
  
(sees what condition Peter's in)  
  
Oh my...you must have had a bad day...  
  
PETER  
  
The worst...this week, anyway.  
  
UNCLE BEN  
  
(getting up and taking a closer look)  
  
Roughed up again, I see. Let me guess, that Thompson boy again?  
  
PETER  
  
As usual.  
  
BEN  
  
Tsk...a shame that is.  
  
(patting Peter affectionately on the shoulder)  
  
Kids can definitely cruel. They always were, even back when I was in school.  
  
MAY  
  
(motherly)  
  
Don't worry, dear, just sit down, and I'll fix you a hot meal.  
  
(walking into the kitchen)  
  
Really...all those people picking on Peter...if we could afford home school, we would.  
  
Would a grilled-cheese sandwich be fine?  
  
BEN  
  
(examining the back of Peter's head)  
  
Hmm...nasty bump you got there. You okay?  
  
PETER  
  
(not in the mood for either)  
  
I'm fine, really. I just want to go up to my room. I'm not hungry.  
  
Peter heads up the stairs.  
  
BEN  
  
Peter....  
  
MAY  
  
*sigh...* I don't envy him one bit, you know. His life is much harder than ours was at that age. He's such a smart boy, but sensitive. It's almost criminal that he has to go through so much just to get an education.  
  
BEN  
  
Well, the last laugh will be his. Peter's on his way to becoming a scientist, while that Thompson brat'll be flipping burgers.  
  
Ben picks up a picture of three happy people: a three-year-old Peter, and his parents, RICHARD AND MARY PARKER.  
  
BEN  
  
I wish his parents could see what he's become. Too bad Richard and Mary died in that plane crash before Peter ever got a chance to know him. They left us with the job of raising him. I can't think of a heavier responsibility. I hope we haven't failed them...or Peter.  
  
May walks to him and hugs him, while we PAN OUT to see that Peter is eavesdropping from the stairs. He heads up to his room.  
  
INT. PETER'S ROOM - DAY  
  
Peter's room says a lot about him: all kinds of toys, books, and models...most of them having to do with science. A computer sits proudly on his messy desk, with a screen saver displaying an animated CGI image of a DNA molecule. The computer is a birthday gift from Harry. Also of note: his walls are covered with posters of Einstein and Edison...and bikini-clad supermodels. We also see lots of camera equipment, since photography is a hobby of his when his nose isn't buried in books.  
  
Peter sets his backpack on a chair, then lays down on the bed, staring at the ceiling.  
  
His phone rings, startling him. He grabs it off of his nightstand.  
  
PETER  
  
Hello?  
  
MJ  
  
(v.o.)  
  
Peter?  
  
PETER  
  
Mary Jane...hi!  
  
INT. MARY JANE'S ROOM - DAY  
  
We see Mary Jane sitting at her desk, holding the phone in her hand as she talks to Peter.  
  
MJ  
  
You're finally home, I see. How's the noggin?  
  
PETER  
  
(v.o.)  
  
Still there, but twice its normal size.  
  
(beat)  
  
Listen...I'm sorry for giving you the cold shoulder earlier--  
  
MJ  
  
No, that's okay, you were pissed off. You had every right to be. If MY head had gotten hit by a football, I wouldn't be very good company either.  
  
INT. PETER'S ROOM  
  
Peter holds his damaged glasses between his fingers, studying them, while talking to MJ.  
  
PETER  
  
Yeah, well, I'll make sure my bruised ego -physically and conceptually- doesn't ruin our fun at Harry's house. 'Course, I forgot to tell Uncle Ben and Aunt May about it...  
  
MJ  
  
(v.o.)  
  
You mean Harry didn't call you yet?  
  
PETER  
  
Uhm...no...not to my knowledge. I would've heard about it...why?  
  
MJ  
  
(v.o.)  
  
He called me and said that the weekend thing has been cancelled due to his dad throwing a fit.  
  
PETER  
  
Hunh. It figures.  
  
INT. MJ'S ROOM  
  
MJ studies her nails.  
  
MJ  
  
Yep, guess that means our weekend plans are shot. You could come over to my house tomorrow.  
  
INT. PETER'S ROOM  
  
Peter bolts upright.  
  
PETER  
  
Yeah! That would be cool!  
  
MJ  
  
(v.o., teasingly)  
  
Yeah, I'll bet. I certainly didn't have to tell YOU  
  
twice, did I?  
  
PETER  
  
I'm...uh...just enthusiastic about hanging out with a friend, that's all.  
  
INT. MJ'S ROOM  
  
MJ looks somewhat disappointed, as if she were expecting someone else.  
  
MJ  
  
Oh, okay. Got it.  
  
(grins)  
  
So anyway, I--uh, hold on, Peter, I've got a call on another line. Be right back.  
  
(clicks over the phone)  
  
INT. PETER'S ROOM  
  
Peter rolls his eyes and waits for MJ to finish with the other caller. He hears a knock at his door.  
  
BEN  
  
(v.o.)  
  
Peter? It's me.  
  
PETER  
  
Come in.  
  
Ben enters, looking around at Peter's room, then at Peter. He's carrying a newspaper.  
  
BEN  
  
Feeling better?  
  
PETER  
  
Yeah, my head still hurts, but other than that...  
  
BEN  
  
(holding up the newspaper)  
  
Just thought you might like to see this.  
  
PETER  
  
(taking the newspaper)  
  
"Genetics Expo"? At the university?!  
  
BEN  
  
Yeah, it's tomorrow from noon to five.  
  
PETER  
  
Tomorrow...? But I was wanting to go over to MJ'S...but I guess I can go after the expo.  
  
BEN  
  
It's your call. I just figured it's something you might be interested in.  
  
PETER  
  
It is...I'm surprised I hadn't heard about it already.  
  
INT. MJ'S ROOM  
  
MJ  
  
Okay, I back; it was a relative.  
  
(pause)  
  
Peter, you there?  
  
INT. PETER'S ROOM  
  
Ben and Peter are both sitting on his bed, when Peter hears MJ's muffled voice on the phone.  
  
PETER  
  
Oh, sorry. Got sidetracked. Guess what I found out?  
  
CUT TO  
  
EXT. OSCORP - NIGHT  
  
The complex is mostly deserted at this time of night, except for...  
  
INT. OSCORP LAB - NIGHT  
  
Begin with a CLOSEUP of a clock that reveals the time : 10:30. PAN from the clock, across the mostly-dark room, past the heavy machinery, to OCTAVIUS, and CLOSE IN. He is still wearing the mechanical appendage harness we saw earlier, and he types information into a computer.  
  
Two of his appendages hold containers filled with different-colored liquid. The liquids are poured into a larger container.  
  
Octavius concentrates intensely, intent on ensuring the appendages do their job, and that there are no mistakes.  
  
WIDE SHOT of the room, the only light source directly over Octavius' workstation. The rest of the room is in shadows.  
  
The door silently opens, and a gloved hand tossed a metal cylinder into the room. A cloud of gas hisses from it.  
  
Octavius, having finished pouring the chemicals, hears the slight clanging and turns around. He coughs.  
  
Three gas-masked MERCENARIES burst into the room, rifles at the ready.  
  
MERCENARY #1  
  
FREEZE!  
  
Octavius, doubled over coughing from the gas, has no choice but to comply.  
  
The mercenaries quickly secure the area, and the leader speaks into a walkie-talkie.  
  
MERCENARY #1  
  
Area is secured. We have acquired the formula.  
  
Octavius looks up as one of the mercenaries holds a gun near Octavius' head.  
  
The leader reaches for the formula container. He doesn't notice the tentacle-like appendage until it grabs his gas mask off and rips it off of him, leaving the man to choke on the gas.  
  
The other mercenaries react to this, giving Octavius the opportunity to push the one hold the gun into a shelf of chemicals, and sends another appendage into the remaining mercenary's face. He then puts on the gas mask he acquired from the leader.  
  
The leader, still coughing from the gas, raises his gun to fire at Octavius, but the latter punches an appendage into his stomach, sending him into a wall. The gun goes off anyway.  
  
The gunfire misses Octavius, but hits a tank of chemicals behind him. Octavius glances around him in time to see the tank explode.  
  
EXT. OSCORP - NIGHT  
  
The explosion rips through the side of the building and echoes across the rest of the complex. Sirens go off, further plunging the scene into chaos.  
  
INT. OSCORP LAB - NIGHT  
  
The room is ablaze, with burning debris everywhere. The sprinkler system cuts on, spraying the room flame-retardant foam.  
  
We see a sprawled, unconscious form lying atop rubble that used to be a laboratory. We recognize the figure to be Octavius, his burning lab coat being put out by the foam.  
  
CLOSE IN on his fingers, which begin to twitch. PAN RIGHT to a damaged appendage, wiring exposed.  
  
Its fingers also twitch.  
  
CUT TO  
  
EXT. EMPIRE STATE UNIVERSITY - DAY  
  
It's around noon as we survey the stately university. The parking lot is packed, as people make their way into the building to attend the Genetics Expo. Among them are Peter Parker and Uncle Ben.  
  
INT. UNIVERSITY GENETICS LAB - DAY  
  
The room is huge, with all kinds of state of the art equipment. CLOSE IN on DOCTOR CURT CONNORS (mid-forties, brown hair, right arm missing) giving a seminar on recombinant DNA and gene therapy.  
  
CONNORS  
  
Now if you look over here, you'll see that an experiment is underway...  
  
Peter, Ben and the rest of the group see through a thick glass window an experiment being conducted using the lab animals we saw in the last scene. TV monitors are set up so that the crowd can get a closer look at what's going on.  
  
CONNORS  
  
(con't)  
  
...using synthesized transfer-RNA to recode the genome of the spiders...  
  
TIGHT CLOSEUP of the screen, which shows images of bio-isolation flasks containing spiders.  
  
CONNORS  
  
(o.s.)  
  
...transferring genetic information from one species of spider to another.  
  
Ben looks questioningly at Peter.  
  
BEN  
  
(whispering good-naturedly)  
  
Ooookay...he lost me. What's all that in English?  
  
PETER  
  
He means he's taking some genes from one kind of spider, giving them to another kind, and seeing what happens.  
  
BEN  
  
And the spiders don't mind? I certainly wouldn't want somebody putting someone else's genes in me.  
  
PETER  
  
(struggling to keep a straight face)  
  
Who knows? It might not me so bad. Somebody could put Brad Pitt's genes in you.  
  
BEN  
  
Nah, his waist is too small. His jeans wouldn't fit.  
  
Peter and other bystanders chuckle at Ben's humor, while Connors clears his throat.  
  
CONNORS  
  
If I may continue....if you look at the monitors, you can see the ten mutagenically activated spiders on the left, and ten control flies on the right. Now then, we--  
  
PETER  
  
Uhm, Doctor Connors...I hate to interrupt, but I only count NINE spiders on the left.  
  
Ben nudges Peter with his elbow; Peter shrugs.  
  
CONNORS  
  
Really? I'm quite sure there were ten. One...two...  
  
PAN UP to a far corner of the room, by an air vent.  
  
SLOWLY CLOSE IN on a spider web, where a housefly is hopelessly entangled. The missing spider, with a red body and black legs, moves into the frame. It prepares to dine on the fly...  
  
BACK TO the group. Peter remembers that he's holding his camera.  
  
PETER  
  
Dr. Connors, would it be all right if I, y'know, took some pictures? This is interesting stuff.  
  
CONNORS  
  
Go ahead. But please...try not to blind us.  
  
Peter snaps a few pictures of the experiment through the window, the scientists on the other side looking up quizzically, then smiling.  
  
He then decides to move out of the group in order to get as much of the lab in the shot as possible, and leans against a far wall. He meticulously lines up his shot, taking his time.  
  
DOWNSHOT of Peter, from a vantage point near the ceiling. The view is somewhat unsteady, as if the POV were moving.  
  
TIGHT CLOSEUP of the spider web. The fly is still alive, though the spider had been dining on it anyway. The frantic fly manages to wrench itself free of the webbing, and drops through it to the floor. The spider follows it by creating a webline for itself and lowering itself to its rude prey.  
  
Peter snaps a picture, then prepares another shot. It seems he's quite particular about the quality of the shot.  
  
The spider drops onto his hand, its legs tickling the hairs.  
  
Peter looks at his hand, and studies the spider curiously.  
  
PETER  
  
(to the spider)  
  
Hey, cool! Hold that pose. I want to get a picture of you.  
  
Peter then yelps in pain as the spider bites him. He jerks his hand in reflex, slinging the offending creature away. He rubs his hand.  
  
PETER  
  
Ow...that hurt! See if YOU ever make it onto the  
  
cover of Arachnid Weekly!  
  
He looks at the bite marks. Nothing wrong so far. He shrugs and walks back to Uncle Ben and the others.  
  
CUT TO  
  
INT. UNCLE BEN'S CAR -DAY  
  
Ben drives Peter back toward home, chatting to him about the expo.  
  
BEN  
  
So all this genetic engineering...it's supposed to be a good thing, right?  
  
PETER  
  
Oh, sure. Used properly, it can be useful in curing diseases and other ailments, and help organ transplants go smoother.  
  
BEN  
  
And...if used improperly?  
  
PETER  
  
Hm....well, I suppose there's a lot of potential for that to be mishandled, even used malevolently.  
  
BEN  
  
If you're going to get into this career, Peter, make sure you know where to draw the line. Discovering the secrets of the body...what makes us what we are...is a very powerful thing. I've told you time and again, that with great power...  
  
PETER  
  
...comes great responsibility, I know.  
  
Peter absent-mindedly starts scratching the top of his hand, where it was bitten. CLOSE IN on it, where we see two marks on it, now red and slightly swollen... 


	2. Powers Emerge

CUT TO  
  
INT. PARKER HOUSEHOLD - DAY  
  
Peter eats lunch with Ben and Aunt May, consisting of sandwiches and sun chips.  
  
MAY  
  
So how was the show, boys?  
  
PETER  
  
(gushing)  
  
The expo? It was fascinating. All the advances being made in genetics...all the potential...it's just...amazing! We even got to see an experiment being conducted! I got some great pictures of it!  
  
BEN  
  
(nodding)  
  
It was all over my head, but I'm glad Peter enjoyed it.  
  
Ben moves his lips, saying something else, but Peter suddenly can't hear it. May also says something that Peter misses, as do we.  
  
PETER  
  
Excuse me?  
  
MAY  
  
I said you seemed troubled by something. Are you all right?  
  
PETER  
  
Uh, yeah...fine...  
  
Peter glances down at the welts on his hand, and slips his hand into his sleeve. He doesn't want Aunt May, perpetually prone to worrying, fussing over it.  
  
Ben catches the motion, and looks at Peter oddly.  
  
BEN  
  
You sure you're okay?  
  
Peter finishes his sandwich.  
  
PETER  
  
Uh, yeah, sure. Nothing wrong.  
  
(gets up)  
  
Uhm, I have to get ready to go over to Mary Jane's.  
  
MAY  
  
(smiling)  
  
So...you two have a thing going?  
  
PETER  
  
What..? No! We're just...hanging out.  
  
BEN  
  
Cut the boy some slack, May. He's just staying friends with her for now. When he wants to make a move, he will. It's the most tried-and-true method in the book.  
  
(puts an affectionate hand on May's shoulder)  
  
It worked for me, after all.  
  
May blushes. Peter is embarrassed by the conversation.  
  
PETER  
  
Right....I'll be upstairs.  
  
Peter runs upstairs, while Ben and May smile at each other like teenagers.  
  
INT. PETER'S ROOM - DAY  
  
Peter enters his room, shaking his head in bewilderment.  
  
PETER  
  
Ah, those two...they grow up so fast.  
  
Peter puts down his camera bag and goes to his closet to pick out another shirt. No harm in looking good for MJ.  
  
As Peter grabs one of his shirts, he looks at his hand. The welts have a blue tinge to them, for some odd reason.  
  
PETER  
  
What on Earth...how could a jumping spider leave that kind of a mark?  
  
His hand starts trembling, causing him to drop the shirt. His arm follows suit, and Peter finds himself staggering backward toward the bed. We hear his heart beating rapidly.  
  
PETER  
  
Wh...what's happening...?  
  
Peter falls backward onto his bed and loses consciousness.  
  
FADE TO BLACK  
  
We still hear Peter's heart beating, and his fevered breathing.  
  
BLACK SCREEN SLOWLY TURNS RED. FAINT WEB DESIGNS FADE IN AND DANCE ACROSS THE SCREEN, ACROSS PETER'S MIND'S EYE.  
  
Behind the web designs, we see dark, polygonal shapes getting closer. The POV seems to bounce from one to another, picking up speed, as does the heartbeat and breathing.  
  
Oddly, we also hear wind howling, as the heartbeat, breathing, and staccato images reach a fevered climax...  
  
CUT IN  
  
TIGHT CLOSEUP of Peter, as he wakes up in a cold sweat, catching his breath.  
  
PETER  
  
Hunnhhhh...hhhuuuunnnnhhh......oh my god....what happened...I...hhh....  
  
(looks around, puzzled)  
  
...where am I?  
  
PULL OUT to reveal Peter's whereabouts:  
  
EXT. RADIO TOWER - NIGHT  
  
Peter is perched atop a TV station radio tower, in the middle of the night!  
  
He looks across the skyline, gazing the glittering lights and towering structures. The wind howls slightly, explaining the sound in Peter's dream sequence.  
  
PETER  
  
Whooooaa......  
  
He looks below him at the traffic on the busy street. He's somewhere near Times Square, apparently.  
  
PETER  
  
How the hell did I get here?  
  
INT. PARKER HOUSEHOLD LIVING ROOM  
  
Aunt May talks on the phone, Uncle Ben at her side. A worried look hangs on both of their faces.  
  
MAY  
  
...and when I checked to see why he hadn't left for your house, I found him gone, with the window open.  
  
MJ  
  
(v.o.)  
  
Gone? But...why?  
  
MAY  
  
I wish I knew, Mary Jane. Peter seemed to have been behaving strangely when he got back from the science thing. I'm so worried about him.  
  
Ben holds his wife consolingly.  
  
INT. MJ'S ROOM - NIGHT  
  
MJ paces back and forth in her room, as worried as Ben and May.  
  
MJ  
  
Well...if you hear anything else...give me a call.  
  
MAY  
  
(v.o.)  
  
I will, Mary Jane. I promise. Take care.  
  
MJ hangs up the phone, and leans her head against the door.  
  
MJ  
  
Peter...  
  
CUT TO  
  
EXT. MANHATTAN STREET - NIGHT  
  
Peter exits the TV studio entrance, having taken the stairs from the roof. He's still completely baffled as to how he got there.  
  
PETER  
  
(to himself)  
  
I can't believe it's after dark! It was the afternoon when I passed out! Maybe I should hail a cab.  
  
(searches his pockets, coming up vastly short)  
  
Forget that idea...  
  
Peter sees a pay phone across the street and walks over to it since traffic has paused due to a red light.  
  
He suddenly stops in the middle of the street, clutching his head in pain. The same mysterious STROBING EFFECT we saw happen to Spider-Man's head when he fought Electro, now appears on Peter's head, warping his surroundings. He looks to his right in confusion, sensing something.  
  
PETER'S POV:  
  
A teen driving a pizza delivery car runs the red light, speeding toward Peter without seeing him.  
  
SPLIT SCREEN: PETER AND TEEN'S REACTIONS  
  
PETER AND TEEN  
  
(simultaneously)  
  
SHIT!!  
  
Peter leaps as the driver slams on his brakes, the car skidding. The shot is so chaotic that it's hard to tell what's going on.  
  
Silence. TIGHT CLOSEUP of Peter, catching his breath.  
  
PETER  
  
Man...that was close...  
  
PULL OUT. Peter is clinging to the sheer surface of a building wall, with only his hands and feet.  
  
PETER  
  
AAAAHHHHHHHHHHH!!!!!  
  
UPSHOT at building from street level, as a few bystanders look up at the strange figure clinging to the building. They point and whisper in astonishment. It's difficult to make out what the figure looks like from this distance, though.  
  
Peter sees the people staring and, almost without realizing it, scales the wall until he reaches the roof.  
  
EXT. ROOFTOP - NIGHT  
  
Peter scrambles onto the rooftop, even more baffled than ever about what's going on.  
  
PETER  
  
(to himself)  
  
This...this is insane! Passing out, waking up on a radio tower, a blaring alarm going off in my head, jumping a couple dozen feet, and skittering up a wall like a....a...spider?  
  
Peter sits in the shadows and looks at the bite marks on his hands. They're not infected anymore, but still there. They seem to have healed slightly, though.  
  
PETER  
  
(whispering)  
  
The spider from the lab....could it be?  
  
(ponders this)  
  
It didn't look like a normal spider...probably one of the animals being tested on genetically.  
  
Peter tries to remember Connor's exact words.  
  
PETER  
  
(con't)  
  
"Synthesized transfer-RNA"..."transferring genetic information from one species to another"...oh my god....the spider's bite must've transferred the information to me!  
  
(beat)  
  
It would make sense...it had just been "mutagenically altered"...so its DNA structure must not have stabilized yet when it bit me. This is freaky.  
  
Peter rubs his eyes.  
  
PETER  
  
Wait a sec...I can see perfectly! I'm usually so nearsighted I'm almost blind without my glasses! Is it possible the DNA restructuring corrected my vision?  
  
Peter stands up and looks out at the New York cityscape. It's a dazzling sight, especially to Peter's new eyes.  
  
DOWNSHOT at an amazed Peter.  
  
PETER  
  
Wow...guess so....  
  
Peter looks out at the buildings nearest to him, the rooftops and heights seeming so inviting.  
  
Then he looks down, and remembers how high up he is. He recoils a bit, then realizes it doesn't bother him that much.  
  
Peter backs up to the other end of the roof, lowers his stance, and takes off running across the roof. He times his pace to hop onto the ledge, and LEAPS spectacularly off the building, yelling all the way.  
  
His feet bang onto another rooftop, and Peter crouches to absorb the impact of the landing. His stance is quite spiderlike.  
  
Peter looks up and around, grinning. This kicks ass!  
  
Once more unto the breach, getting a running start to leap across the chasm between structures. This jump is more ostentatious, now that Peter is having fun. He lands on the building's wall, adhering to its vertical surface. A look of sheer exhilaration paints Peter's face.  
  
MONTAGE of Peter jumping from building to building, getting more confident with his physical abilities. This is the first time he's been good at anything physical, and he's playing it for all he's worth.  
  
EXT. ROOFTOP OUTSIDE OSCORP - NIGHT  
  
Peter takes five on another rooftop, catching his breath.  
  
PETER  
  
(massaging his muscles)  
  
Man...what a workout...probably the only one I've ever enjoyed. I'm gonna be sore tomorrow.  
  
He looks out at the cityscape, and his gaze lands on something intriguing.  
  
POV: PETER  
  
We see the Oscorp complex, including the damaged lab building. Repair workers swarm the place, trying to fix the damage.  
  
PETER  
  
(o.s.)  
  
Wow...looks like one of their experiments didn't go exactly as planned.  
  
INT. DAMAGED OSCORP LAB - NIGHT  
  
The room looks better than it did last night, but is still a long way from spotless. PAN ACROSS WORKERS hauling off melted and decimated machinery, to two men walking in the center of the room, inspecting the damages. They are, of course, Norman Osborn and Mendel Stromm.  
  
OSBORN  
  
These repairs are taking too long.  
  
STROMM  
  
Can't be helped, Norman. Those mercenaries damaged this place to a remarkable extent.  
  
OSBORN  
  
A remarkable extend exceeding two million dollars. I'd like to get my hands around the neck of whoever's behind this.  
  
STROMM  
  
I for one am amazed that anyone survived this. Well, Octavius is in intensive care, but he shows signs of recovery. The doctors can't figure out how to remove his harness, though.  
  
OSBORN  
  
That reminds me...I'll have to have a pay Octavius a visit, to see how he's doing.  
  
Stromm casts a sidelong glance at Osborn, wondering what his ulterior motive is.  
  
Osborn walks to the giant hole in the wall and looks out of it toward the city. Something catches his eye.  
  
POV: OSBORN  
  
A tiny figure watches him from a nearby rooftop. All that can be made out is a silhouette. The figure sees that he's been spotted, and makes his way across the roof, leaping a far distance to the next building.  
  
INT. DAMAGED OSCORP LAB - NIGHT  
  
CLOSE IN on an amazed Norman Osborn.  
  
OSBORN  
  
Mendel...?  
  
STROMM  
  
(walking into view)  
  
What is it?  
  
OSBORN  
  
Get me the surveillance records...  
  
CUT TO  
  
EXT. ARENA ROOFTOP - NIGHT  
  
Peter reaches another rooftop.  
  
He hears the sound of a roaring crowd coming from inside. Curious, he walks over to the skylight and peeks inside.  
  
POV: PETER  
  
We see a wrestling arena, surrounded by spectators, and two large guys grappling on the mat. The bigger WRESTLER makes short work of his opponent, and pins him. The REFEREE slaps the mat three times, and declares the wrestler the winner. The crowd erupts in cheers and boos.  
  
WRESTLER  
  
NOBODY'S STRONGER THAN ME!  
  
EXT. ARENA ROOFTOP - NIGHT  
  
Peter smirks distastefully and looks away, hating wrestling.  
  
PETER  
  
Hunh. Muscle-bound lackwit...  
  
WRESTLER  
  
(o.s.)  
  
I challenge ANYONE to come up here and wrestle me! Whoever can do it, I'll pay FIVE HUNDRED BUCKS out of my own pocket!!  
  
PETER  
  
(hearing this and turning back)  
  
Huh?  
  
INT. ARENA - NIGHT  
  
The Wrestler continues on his tirade. His manager tries to calm him down.  
  
MANAGER  
  
Crusher, what are you doing? Are you nuts?  
  
CRUSHER  
  
No! I wanna fuckin' CHALLENGE! Alla these guys're wimps!  
  
EXT. ARENA ROOFTOP - NIGHT  
  
Peter ponders the thought of all that money.  
  
PETER  
  
I bet I could do it...If my muscles are strong enough that I can leap as far as I do...then I'm betting I'm now MUCH stronger than that guy. Of course, if he gets his hands on me, I'm dead, but it shouldn't be a problem.  
  
Besides, I'd like to see that guy taken down a peg or two...  
  
INT. ARENA HALLWAY - NIGHT  
  
Concession stands, merchandise kiosks, and other assorted vendors line the hallway, and the place is crowded with wrestling fans.  
  
CLOSE IN on one vender, who sells a wide assortment of wrestling  
  
masks. A KID buys a mask with a red spider on it, to show to his siblings. His mom grabs his arm and leads him outside to the parking lot.  
  
EXT. ARENA PARKING LOT - NIGHT  
  
As the mother and her offspring walk to their car, the kid puts on the mask. The mother promptly yanks the mask off, scolds him, and tosses the mask away. The mask lands in the bushes. The kid tries to reason with his mom as they continue walking.  
  
PAN OVER to the mask and CLOSE IN. We see a shadow on the wall.  
  
PAN UP to Peter, who looks at the mask, getting an idea.  
  
INT. ARENA - NIGHT  
  
There is no shortage of guys lining up to beat Crusher and win the cash. Crusher looks impressed with exactly none of them.  
  
PETER  
  
(o.s.)  
  
Hey, Handsome! Wanna REAL challenge?  
  
Crusher turns around and looks in amazement as a skinny guy wearing street clothes and a black spider mask sits crouched at the center of the wrestling ring. Yep, it's Peter.  
  
CRUSHER  
  
Who the hell are you?  
  
PETER  
  
The guy who's going to win the five hundred dollars you mentioned.  
  
CRUSHER  
  
(scoffs)  
  
Hunh. Yeah right. You're just a little toothpick. Don't waste my time.  
  
PETER  
  
You don't think I can do it?  
  
CRUSHER  
  
Hell no! Can somebody call security on this kid?  
  
PETER  
  
Let me get this straight: you challenge ANYONE to fight you, but you turn down those who want to take you up on your offer?  
  
CRUSHER  
  
(walking back to the ring)  
  
All right...if you want your ass kicked...that's fine. But don't say I didn't warn ya.  
  
Crusher steps into the ring and faces the masked man. Both crouch in low stances, and dare each other to make the first move. The match begins.  
  
Crusher lunges forward, attempting to grab Peter with his massive arms. Peter's spider-sense goes off in plenty of time, and he leapfrogs over Crusher's head. Off-balance, Crusher hits the mat face-first.  
  
Peter twists around in midair and lands on his feet, facing Crusher, who's getting up and shaking his head.  
  
Crusher tries to grab Peter again, but finds that he can't seem to lift his opponent off the mat.  
  
TIGHT CLOSEUP of Peter's feet, as they stay planted. Crusher keeps pulling, and almost gives himself a hernia.  
  
Peter finally lets go with his feet, and Crusher falls backward onto the mat. Peter pins Crusher's shoulders, but before the ref has a chance to get to the third count, Crusher roars and rolls Peter so that he's pinned instead of Crusher.  
  
The ref pounds the mat once. Twice.  
  
Peter pushes Crusher off of him with his feet. Crusher flies upward, and Peter springs to his feet. Peter catches Crusher easily, as if his opponent were weightless. Peter slams Crusher on the mat, HARD.  
  
Crusher is too dazed to move as the ref counts to three. The bell rings the end of the match.  
  
Dead silence from the crowd. Nobody can quite believe this. A toothpick just defeated Crusher!  
  
The ref hesitantly raises Peter's hand in victory.  
  
REF  
  
And...uh, the winner of the five-hundred-dollar grand prize...is...  
  
(whispers to Peter)  
  
What's your name?  
  
PETER  
  
Uhhh....  
  
A FANBOY in the audience, impressed by Peter, starts chanting a nickname he just thought up:  
  
FANBOY  
  
Spider-Man! Spider-Man! Spider-Man!  
  
His friends join in, as do more and more people in the audience.  
  
Finally, everyone is shouting:  
  
AUDIENCE  
  
SPIDER-MAN! SPIDER-MAN! SPIDER-MAN!  
  
Peter touches the red spider on his mask. Spider-Man. He likes the sound of that.  
  
Energized by the cheering crowd, the first one that's ever been for him, Peter does a few showboating backflips and somersaults. A star is born!  
  
INT. ARENA HALLWAY - NIGHT  
  
Peter, still in the mask strides past the vendors, counting his money.  
  
PETER  
  
I could definitely get used to this...  
  
He attracts a huge crowd, all wanting his autograph. All wanting to see this guy up close. To escape the crowd, Peter jumps up and clings to the ceiling, crawling toward the exit, to the astonishment of the crowd.  
  
EXT. ARENA PARKING LOT - NIGHT  
  
Peter climbs up the wall of the building, as fast as possible. He doesn't feel like explaining to anyone how he can do this.  
  
EXT. ARENA ROOFTOP - NIGHT  
  
He sees a digital clock display on a billboard, and his blood runs cold. The clock reads "8:39".  
  
PETER  
  
Eight Thirty-nine? SHIT! Aunt May, Uncle Ben, and MJ have to be worried out of their minds! I've gotta get home!  
  
Peter takes off leaping across the rooftops.  
  
INT. SUBWAY CAR - NIGHT  
  
Peter takes the subway back to Queens, surrounded on all sides by far too many people.  
  
Peter looks incredibly self-conscious and paranoid. He sees a man reading a newspaper. On the front page is the headline "MUTANT HYSTERIA SPREADING NATIONWIDE".  
  
He looks at the marks on his hand.  
  
PETER  
  
(to self)  
  
Am I a mutant now...?  
  
CHILD  
  
(o.s.)  
  
Look, Mommy, a spider!  
  
Peter whips around frightfully, expecting to get lynched on the spot.  
  
The child is pointing to a spider design on a random kid's tie-dye t-shirt.  
  
MOM  
  
(indulging)  
  
Yes, dear, that's a spider all right.  
  
CUT TO EXT. SUBURBS - NIGHT  
  
Peter runs through the street on his way home. He leaps into a tree and leaps from one to the next, covering quite a bit of distance.  
  
EXT. SCHOOL PARKING LOT  
  
Peter stops outside the school, and recognizes Flash Thompson's car parked.  
  
He sees Flash entering the parking lot with his friends, and tossing his lucky football, catching it. They've just come out of football practice.  
  
Peter remembers the bump on the back of his head, and glowers.  
  
Flash reaches his car, talks to his friends a little while longer, then says his goodbyes. Alone, he reaches for his key chain to turn off the car alarm.  
  
Peter eyes the football and grins.  
  
Flash turns off the alarm, then looks at his other hand, surprised to see no football there.  
  
PETER (o.s.)  
  
Looking for something, Flash?  
  
Flash looks around, then up at Peter, who's sitting in a tree with Flash's football.  
  
FLASH  
  
Hey! Give that back! How'd you get that from me anyway?  
  
PETER  
  
(studying the football)  
  
Sorry, trade secret. If you want it back, it's gonna cost you, say, a hundred bucks?  
  
FLASH  
  
A HUNDRED BUCKS?! ARE YOU FUCKIN' CRAZY?  
  
PETER  
  
(enjoying this revenge)  
  
Oh, not at all. I'd say it's more than fair, considering all the hell you've put me through over the years. In fact, a thousand would be closer.  
  
FLASH  
  
That's it, I'm gonna come up there and kick your ass so hard--  
  
PETER  
  
--I'll be burping farts for a month. Yeah, I know. Get some new material, Eugene.  
  
FLASH  
  
Why you little--  
  
PETER  
  
You want it, Flashy-boy?  
  
Peter throws it hard at Flash's car. It hits the hood, putting a huge dent in it, and bounces into the bushes.  
  
FLASH  
  
(looking at the damage)  
  
WHAT THE FUCK? MY CAR! OH, I AM SO GONNA RIP--  
  
Flash turns around, and sees that Peter's gone. He gapes, and shakes his head as if trying to convince himself all this actually happened.  
  
One of Flash's friends walks up to him.  
  
JOCK  
  
Damn, dude, what happened to your car?  
  
FLASH  
  
Peter Parker did it.  
  
JOCK  
  
(laughing)  
  
"Pussy" Parker? Yeah right, Flash. Nice try.  
  
EXT. PARKER HOUSEHOLD - NIGHT  
  
Peter runs through the sidewalk, laughing in victory. He gets to his house and sobers up.  
  
PETER  
  
I am soooo dead....  
  
The porch light cuts on, and both Aunt May and Uncle Ben charge out of the house, demanding to know where he's been. 


	3. Birth of a Spider

CUT TO  
  
EXT. PARKER HOUSEHOLD - MORNING  
  
It appears to be a typical Sunday morning, after a Saturday that was anything but typical.  
  
INT. PETER'S ROOM - MORNING  
  
TIGHT CLOSEUP of Peter waking up, after having slept like the dead. He stretches, and we notice there are no blankets.  
  
PULL OUT AND ROTATE THE CAMERA 180 DEGREES.  
  
Peter has apparently slept on the ceiling the whole night! Peter looks down at his bed, realizes what's happened, and promptly falls on his face on the bed.  
  
PETER  
  
Oomph! Heckuva way to start the day...  
  
Peter looks at the back of his hand. The bite marks have all but disappeared. He then looks at the DNA molecule on his computer's screensaver, seeing it in a new light. He looks up at his bookshelf, filled with books on biology and genetics.  
  
MONTAGE of Peter, absorbing information like a vacuum cleaner: sitting on his bed, surrounded by the open books...on his computer, looking up spiders and genetics on the Internet...looking at slides on his microscope...taking a REAALLY close look at his bite marks with his magnifying glass. His hunger for knowledge is insatiable.  
  
Peter finally brings himself to check his e-mail. There are no less than five e-mails from MJ, asking where he's at. Peter rolls his eyes.  
  
PETER  
  
(to the computer, as if to MJ)  
  
I was crawling around on buildings, and jumping off of them, of course. See, Mary Jane? No reason to worry.  
  
A knock on his door.  
  
BEN  
  
(o.s.)  
  
Peter! Breakfast is ready.  
  
PETER  
  
(logging off of his computer)  
  
Okay, I'm coming! Just a second!  
  
INT. HALLWAY - MORNING  
  
Peter exits his room.  
  
PETER  
  
Good morning, Uncle Ben.  
  
BEN  
  
Morning. Listen, Peter, I'm sorry about last night. We were worried about you when you disappeared, and when you wouldn't tell us where you'd been, it made it that much worse on us.  
  
PETER  
  
(remorsefully)  
  
I wish I could tell you, but...but I don't even know how to begin explaining it.  
  
BEN  
  
That's okay, Peter. I'm just glad you're okay. Growing up was hard on me at your age too. The one person you really need to apologize to is a certain redhead.  
  
PETER  
  
I know...I'll take care of it.  
  
The two walk downstairs to breakfast.  
  
INT. KITCHEN - MORNING  
  
Ben and May gape in astonishment as Peter quickly downs a glass of orange juice, then tears into his pancakes, desperate to feed his body's accelerated metabolism. For once his appetite for food is as ravenous as his appetite for knowledge.  
  
PETER  
  
(mouthful)  
  
Pass the syrup, please?  
  
MAY  
  
(handing over the syrup)  
  
I see your appetite has improved, Peter...  
  
BEN  
  
He has the munchies. I was afraid of that.  
  
CUT TO  
  
INT. SHOPPING MALL - DAY  
  
PAN ACROSS the interior of the local shopping mall, and CLOSE IN on MJ and Harry, passing the food court.  
  
MJ  
  
I swear, if Peter shows his face, I'm going to--  
  
HARRY  
  
I know, MJ....  
  
PETER  
  
(o.s.)  
  
Hey, MJ! Harry! Wait up!  
  
Peter runs up to them. MJ shoots him a look of cold loathing.  
  
HARRY  
  
Dead man walkin'...  
  
MJ  
  
Where were you yesterday, Peter? I waited all day!  
  
Harry backs away from the two.  
  
PETER  
  
I'm sorry, Mary Jane. I screwed up. I wish I could explain what happened, but--  
  
MJ  
  
(coldly)  
  
Don't bother.  
  
She turns on her heels and walks away.  
  
HARRY  
  
Wow...I've never seen her mad at you before.  
  
PETER  
  
(staring at his feet)  
  
I know...  
  
HARRY  
  
Whatever you did yesterday, I hope it was worth this.  
  
PETER  
  
So do I.  
  
HARRY  
  
Though why you'd blow off an opportunity to spend quality time with her is beyond me.  
  
MJ  
  
(o.s.)  
  
You coming, Harry?  
  
HARRY  
  
Yeah.....see ya, Pete.  
  
PETER  
  
Bye Harry...  
  
Peter wanders around the mall for a while, depressed.  
  
He passes by DITKO'S COSTUME SHOP, then walks back up to it and looks in the window, at all the diverse costumes.  
  
PETER  
  
Hmmm...wrestlers need costumes, don't they?  
  
He then turns away.  
  
PETER  
  
Hunh...who am I kidding? I'm broke.  
  
Peter then remembers something and pulls the cash out of his pocket, counting it.  
  
PETER  
  
Oh yeah, the wrestling money.  
  
(mischievous grin)  
  
INT. DITKO'S COSTUME SHOP - DAY  
  
Peter enters the shop, looking around at the colorful clothing. The clerk, a guy named STEVE, waves to him from behind the counter.  
  
Besides the usual gaudy attire one might expect, sharp-eyed viewers can spot Captain America's costume, a t-shirt with the Punisher skull logo, a Fantastic Four shirt, and a yellow sleeveless spandex costume with blue stripes adorning the sides.  
  
Peter looks at the yellow costume. Nah....  
  
His attention is then riveted to a collection of spandex suits near the back. They're all mostly black, each in a different angular design and color scheme: Blue/Black, Green/Black, Yellow/Black, even Pink/Black. But it's the Red/Black one that intrigues him the most.  
  
It reminds him of the spider that bit him.  
  
He even finds a red full-face mask to go with it. He pays for it, and walks out of the store, much happier.  
  
PETER  
  
Bye, Steve!  
  
CUT TO  
  
INT. PETER'S ROOM - DAY  
  
Peter tries on the costume in the mirror. It looks cool.  
  
PETER  
  
It needs something, though...  
  
Peter looks at his wrestling mask, and is inspired.  
  
He flops onto his bed and looks through the books of spiders. He finds a web design he likes, and pulls out a black marker. He pulls off his costume.  
  
MONTAGE of Peter drawing a web design on his costume with the marker, and adding a large spider design on the chest, resembling the red spider on his wrestling mask.  
  
Finally, Peter holds up the costume at arm's length. Niiiice.  
  
PETER  
  
Still needs something.  
  
Peter once again dons the outfit and the mask, and looks in the mirror. Whoa! He looks freaky, yet cool.  
  
Yet the eyes are all-too-human, Peter's eyes.  
  
PETER  
  
The point of this is to not look like me in any way.  
  
Back to the drawing board. Peter cuts out two large shapes out of white cloth, mostly round, but pointed at the ends. He places them on the mask. They look fairly cool...but still...  
  
Peter stands up, frustrated, and paces around. His eyes fall upon mirrored sunglasses resting atop his dresser.  
  
TIGHT CLOSEUP of the sunglasses, Peter's reflection grinning back at us.  
  
PETER  
  
Perfect.  
  
EXT. HOSPITAL - DAY  
  
CLOSE IN on a large hospital.  
  
INT. INTENSIVE CARE UNIT - DAY  
  
We see a badly wounded figure lying in bed, with bandages over most of his body. The figure is OCTAVIUS.  
  
OSBORN  
  
(o.s)  
  
Hello, Otto.  
  
  
  
TIGHT CLOSEUP of his eyes, which open and try to focus on something in the room.  
  
We see Norman Osborn standing over him. He looks cheerful, but a cheerful Osborn is still an unsettling image.  
  
OSBORN  
  
The operation was a success, I see.  
  
OCTAVIUS  
  
(groggily)  
  
Op'ration ... ? What ... where am I ... ?  
  
OSBORN  
  
In intensive care following a tragic lab explosion.  
  
OCTAVIUS  
  
Ex ... plosion ... ?  
  
OSBORN  
  
Three armed men broke into your lab, and attempted to steal the formula you were working on. Do you remember any of this?  
  
OCTAVIUS  
  
Only ... pain... Who ... were they?  
  
OSBORN  
  
The armed men? Agents of one of my rivals, though I haven't been able to determine which one.  
  
OCTAVIUS  
  
You said ... the operation was a success. What operation? What happened to me?  
  
OSBORN  
  
You were badly burned on over ninety percent of your body, with massive internal injuries. Plus, the appendage harness you were wearing at the time has been fused to your body.  
  
  
  
Octavius gapes in horror to find one of the three-fingered appendages emerging from under the blanket.  
  
OSBORN  
  
The doctors stabilized your life signs ... for now. However, you'll be confined to this bed for the rest of your life with these injuries.  
  
OCTAVIUS  
  
No!  
  
OSBORN  
  
There IS an alternative, however...  
  
OCTAVIUS  
  
What is it?  
  
OSBORN  
  
I can arrange to have your damaged body parts and tissue replaced with mechanical parts, thus allowing you to walk again.  
  
OCTAVIUS  
  
What ... ?  
  
OSBORN  
  
Think about it, Otto. The only parts of your body you can move are your appendages. Would you refuse the chance to be able to move the rest of your body as easily?  
  
  
  
Octavius still looks uncertain.  
  
OSBORN  
  
And besides, you have always hated the frailty of the human body, preferring strong, precise machines to do your work for you. Imagine no longer having those human frailties.  
  
  
  
Octavius considers this.  
  
OCTAVIUS  
  
What do you want in return?  
  
  
  
Osborn smiles.  
  
CUT TO  
  
EXT. NEW YORK CITY ROOFTOPS - DAY  
  
WIDE SHOT of the wall of an apartment complex, the sun shining on it and the shadow of a building across the street cast on it.  
  
The shadow of a human figure lands in a crouch on the building shadow. The shape of a head, out of focus, appears right in front of the CAMERA. FOCUS ON the head ... Spider-Man's head, with the mirrored oval sunglass lenses glued over the eyeholes.  
  
SPIDER-MAN  
  
This is so COOL!  
  
He crawls along the rooftop, and we see that his back still lacks that big red spider that we saw in the first scene. That's okay, it'll be added eventually. We also see a camera bag slung over his shoulder. He removes a camera from it, and takes pictures of the surrounding scenery.  
  
He then sets the camera on an air-conditioning unit, sets it on a timer, and snaps a few pics of himself in various poses, each one more ludicrous than the last.  
  
TRACKING SHOT: Spider-Man gets a running start across the massive rooftop, and LEAPS off the ledge, the camera bag trailing behind him. Time seems to slow down for him, as he curls into a ball for a forward flip, as the concrete jungle below him rises to catch him.  
  
SPIDER-MAN  
  
YAAAAAAAAAAAHOOOOOOOOOOOOOOOOO!!!!!!!!  
  
  
  
Spider-Man instinctively uncurls and sticks his feet out, clinging to the next building's wall in true Spidey fashion.  
  
UPSHOT of Spidey, crawling up the building, lit up by the sunlight.  
  
CUT TO  
  
INT. JAMESON'S OFFICE - DAY  
  
J. Jonah Jameson talks with Joe "Robbie" Robertson in the spacious office.  
  
JAMESON  
  
I never thought I'd say this, Robbie, but we're getting creamed by the competition! The Globe keeps getting all these exclusive pics of the superheroes in this town. and we can't get a single one!  
  
ROBBIE  
  
Well, we ARE short on photographers. You refuse to hire freelancers, and you swamp the staff photographers with other assignments, so it's no wonder.  
  
JAMESON  
  
I can't depend on freelancers, Robbie! They're either slackers, inept, or BOTH!  
  
ROBBIE  
  
When was the last time you gave one a chance? The seventies, I believe?  
  
JAMESON  
  
So you're saying that we need to bring in a freelancer to get us photos of the heroes?  
  
ROBBIE  
  
(looking out the window)  
  
It's a humble suggestion.  
  
JAMESON  
  
Y'know, The Daily Bugle was at the top of its game before all these heroes showed up. Now everybody's obsessed with superhumans, and because we can't keep up ... Robbie, are you listening?  
  
Robbie's gaze is fixed on something outside the window. Jameson takes look, curious.  
  
POV: JAMESON  
  
Through the window, we see a red-and-black-clad figure perched on the side of a building across the street, looking down at the traffic as if keeping a vigilant watch against the forces of evil. That's not what he's doing, of course, but that's what it looks like.  
  
JAMESON  
  
(o.s.)  
  
Who the hell is that? Haven't seen THAT one before.  
  
  
  
Spider-Man continues climbing up the building dramatically.  
  
ROBBIE  
  
(o.s.)  
  
Look at the way he moves ... like a spider.  
  
  
  
Jameson looks at Robbie with disgust.  
  
JAMESON  
  
I hate spiders.  
  
ROBBIE  
  
He's weird looking, but interesting. What d'you think he calls himself? The Scarlet Spider or something?  
  
JAMESON  
  
Don't make me laugh How do we know he's not about to sneak in and steal something?  
  
ROBBIE  
  
In a theatrical costume? In broad daylight?  
  
JAMESON  
  
I still don't trust this guy. Find out everything you can about this ... spider. And see if you can round up a photographer for cryin' out loud!  
  
  
  
CUT TO  
  
EXT. URBAN BASKETBALL COURT - DAY  
  
Several black youths play basketball on the blacktop, surrounded by graffiti and chain link fences. The youngest one, roughly 12 years old, suddenly looks up, his jaw dropping. His friends look up and see a figure watching the game while perched atop the fence, careful not to sit on the sharp points. This is Spidey, of course, but the kids don't know that.  
  
Since this isn't a sight they usually see, and they don't know what to make of this stranger, they drop the basketball and take off running.  
  
SPIDER-MAN  
  
Was it something I said?  
  
  
  
CUT TO  
  
EXT. COMIC BOOK PUBLISHING OFFICE - DAY  
  
A man in his seventies paces around an office decorated with comic-style artwork, while talking into a cell phone. We'll call him STAN.  
  
STAN  
  
We need to come up with a new angle, Jack. We've gotta break new ground. We've already come up with people given cosmic powers ... a big guy spawned from gamma radiation ... what's next? Maybe somebody with REALLY strange powers, but someone people can relate to. And best of all ... somebody we can break all the rules with, really go against-type on. Whaddaya think?  
  
(pause, listening)  
  
It's not a crazy idea, Jack, trust me.  
  
  
  
Something moves across a window, and Stan is dumbfounded. Crawling up the window on his way up the building, is Spider-Man. Stan runs to the window to get a closer look, and he stares right into the mirrored eyepieces.  
  
Spider-Man stops climbing for a moment, waves at Stan, and continues on his way.  
  
STAN  
  
(once again speaking into the phone)  
  
Uh...uh ... yes, Jack, I'm here. I've just had a sudden burst of inspiration!  
  
  
  
CUT TO  
  
EXT. WRESTLING ARENA - DAY  
  
Spider-Man reaches the building where he wrestled the night before, somewhat exhausted.  
  
SPIDER-MAN  
  
Man, all this commuting is wearing me out. I've gotta come up with a better way...  
  
He climbs down the wall to the front entrance. As he enters the building, he passes by two bystanders who give him strange looks.  
  
SPIDER-MAN  
  
Hi.  
  
  
  
INT. ARENA - DAY  
  
The strange looks continue as Spider-Man enters the main arena room, where various wrestlers are warming up. Managers and talent scouts, all of whom instantly recognize Spider-Man, even though his attire is different, instantly surround Spidey.  
  
SPIDER-MAN  
  
Hey! Hey, one at a time...  
  
CRUSHER  
  
(o.s.)  
  
Well if it ain't the itsy bitsy spider!  
  
Spider-Man turns and sees Crusher entering the room, looking quite pissed. The room is suddenly silent.  
  
CRUSHER  
  
I want that money back.  
  
SPIDER-MAN  
  
I thought I won it fair and square.  
  
CRUSHER  
  
(getting closer)  
  
You cheated! You HAD to've cheated. Nobody's that strong!  
  
SPIDER-MAN  
  
I really don't need this.  
  
CRUSHER  
  
(in Spidey's face)  
  
Only people I know are that strong are superheroes ... or mutants!  
  
SPIDER-MAN  
  
(trying to keep his cool)  
  
I'm neither. Nobody's perfect.  
  
By now, a crowd has formed around them, and the scene resembles an elementary school hallway, seconds before two kids start swinging.  
  
CRUSHER  
  
I don't like people comin' in here off the street, usin' mutant powers, and showin' up people like me who train all their lives.  
  
SPIDER-MAN  
  
Correct me if I'm wrong, pal, but didn't you WANT people to come in off the street and show you up?  
  
Crusher tries to grab Spider-Man by the throat, but Spidey reacts instinctively and grabs Crusher's wrists, squeezing them. Crusher yelps and sinks to his knees.  
  
SPIDER-MAN  
  
Now what do you say to the itsy-bitsy spider?  
  
CRUSHER  
  
Rrrgh ... lemme go...  
  
SPIDER-MAN  
  
(squeezing Crusher's wrists harder)  
  
Sorry, not what I'm looking for. Apologize.  
  
CRUSHER  
  
I'm ... I'm ... sorry, okay?  
  
SPIDER-MAN (letting go)  
  
Good enough. You want to win back that money, or what's left of it? Win it the old fashioned way ... in the ring.  
  
CRUSHER  
  
Fair enough. I'll kill you this time.  
  
INT. WRESTLING RING - DAY  
  
TIGHT CLOSEUP of Crusher hitting his back on the mat, HARD.  
  
WIDER SHOT of Spider-Man, pinning Crusher's shoulders. The ref pounds the mat three times, signaling another win for Spidey. Crusher gets up.  
  
CRUSHER  
  
Two out of three.  
  
Once again, we CUT TO a sudden CLOSEUP of Crusher's defeat, this time with Spidey's knees planted on his chest.  
  
Spider-Man, now seriously in the groove, gets up and moves around the ring, playing to the fans and the cameras, and performing several victory flips. The crowd's going wild.  
  
CUT TO  
  
INT. ARENA HALLWAY - NIGHT  
  
Spider-Man makes his way toward the exit, massaging his shoulder.  
  
SPIDER-MAN  
  
Man, who knew they were gonna make me go up against every wrestler in the house ... at least I made a lot more money.  
  
A talent agent, MAXIE SCHIFFMAN catches up with Spider-Man, falling in step with him.  
  
MAXIE  
  
Hi, Maxie Schiffman, talent agent.  
  
SPIDER-MAN  
  
You're Crusher's agent, right?  
  
MAXIE  
  
Right! Listen, Spider-Man ... may I call you' Spidey'?  
  
SPIDER-MAN  
  
Uhm ... sure, go ahead.  
  
MAXIE  
  
Listen, Spidey, I happened to notice that you have a complete lack of anyone to represent you.  
  
SPIDER-MAN  
  
I didn't know I needed one. Why? Are you offering?  
  
MAXIE  
  
You got it! Stick with me, and you'll go far! That's a great costume, by the way. It opens up lots of merchandising possibilities. Just think of it: you could be on T-shirts, magazine covers, hats ... you could have your own video game, TV show, movie ... dare we say it? Even your own comic book!  
  
SPIDER-MAN  
  
(skeptically)  
  
A comic book? You've got to be putting me on.  
  
SECURITY GUARD  
  
(o.s.)  
  
STOP THAT MAN!  
  
Spidey and Maxie whip around to see a fat old security guard chasing a THIEF through the hallway toward them. The thief is in his late twenties to early thirties, and is dressed in a brown leather jacket and jeans. He's carrying a briefcase full of money.  
  
Spidey watches the two men approach, debating whether or not to do anything.  
  
The thief makes eye contact with Spider-Man, but Spidey doesn't move. He allows the thief to run past him and out the door.  
  
The security guard reaches the doors and stops, too tired to pursue further. He looks up at Spider-Man.  
  
SECURITY GUARD  
  
(between breaths)  
  
Well ... ? Aren't you gonna go after him?  
  
SPIDER-MAN  
  
Why should I? It's not my job.  
  
Maxie and the guard stare at Spider-Man incredulously. Spidey just shrugs and walks out the doors casually, with no intention of catching the thief. 


	4. Turning Point

DISSOLVE BACK TO  
  
INT. DAILY BUGLE ELEVATOR - NIGHT  
  
We briefly return to the present day, as Peter continues to look back on past events. It's clear he views that last scene with complete disgust.  
  
PETER  
  
(v.o.)  
  
Famous last words.  
  
The elevator dings, and the door opens into the lobby. Peter exits the elevator.  
  
EXT. STREET OUTSIDE DAILY BUGLE - NIGHT  
  
Peter walks through the revolving doors onto the sidewalk, hands in his pockets. He walks among the crowd of people, still lost in his thoughts.  
  
PETER  
  
(v.o)  
  
And of course, that was only the start of my problems. New spider-powers certainly made high school life an interesting experience...  
  
DISSOLVE TO  
  
EXT. MIDTOWN HIGH SCHOOL - MORNING  
  
Establishing shot of the high school (but from a different angle than last time), where we hear:  
  
HARRY  
  
(v.o.)  
  
Wow, you seem to be in a better mood, Peter.  
  
INT. MIDTOWN HIGH SCHOOL - MORNING  
  
Peter and Harry walk through the halls on the way to class.  
  
PETER  
  
Well ... I dunno...l guess I slept well or something.  
  
HARRY  
  
"Or something." Does that mean you cleared things up with MJ?  
  
PETER  
  
Errr ... not exactly...  
  
HARRY  
  
(as he and Peter reach the door to their class)  
  
Huh? So if .. that's not why your spirits have improved, then--  
  
Harry and Peter look to their left and see Flash Thompson standing against the lockers, glaring angrily at Peter.  
  
FLASH  
  
After school, Parker.  
  
Peter nods, then enters the classroom.  
  
HARRY  
  
(following Peter)  
  
What was that about? Peter?  
  
CUT TO  
  
INT. MATH CLASS - DAY  
  
The students look lost as the teacher drones on.  
  
TEACHER  
  
Now, in order to solve this equation, we must first what ...?  
  
(pause, waiting for a response, receiving none)  
  
Start with the parentheses. Now, three times x plus four ...  
  
CLOSE IN on Peter, apparently taking notes. But upon closer look, he's writing something else on his notebook.  
  
TIGHT CLOSEUP of the notebook, where we see the following notes:  
  
NOTES  
  
EVENT:  
  
Bitten by spider. DNA transferred.  
  
RESULTS:  
  
increased strength  
  
speed  
  
leaping ability  
  
cling to walls and flat surfaces  
  
sixth sense warning of danger  
  
CLOSEUP of Peter, his brow furrowed in intense thought.  
  
BACK TO the notebook, where Peter erases "sixth sense warning of danger". He writes in, "danger sense". Peter taps his pencil against his chin.  
  
He erases "danger sense", and replaces it with, "spider-sense". He smiles.  
  
CUT TO  
  
INT. SCHOOL CAFETERIA - DAY  
  
Peter carries his tray through the dining area, careful not to bump into any thing or trip. His newly christened SPIDER-SENSE goes off, and he sidesteps as a student suddenly pushes his chair out and stands up. Disaster averted, Peter continues on his way. His spider-sense goes off again.  
  
CLOSEUP of a student's leg carelessly placed in Peter's path. Peter steps over it.  
  
He passes by Flash Thompson, who glares at him. Flash is surrounded by his jock buddies.  
  
Peter puts on his friendliest smile, and his spider-sense goes off, but too late. He accidentally bumps into a kid in front of him, who turns out to be Mary Jane. He accidentally spills his glass of water on MJ's white blouse. Laughs and catcalls erupt from the other students.  
  
MJ  
  
Ah! My blouse! Peter!  
  
PETER  
  
Oh! Sorry, MJ! I didn't see where I was going.  
  
MJ storms off to a restroom to clean up, mumbling something about "klutz" and "idiot". Peter watches her leave, then hears Flash laughing.  
  
FLASH  
  
(laughing)  
  
Ha ha!! Way to go, Parker! That was cool! "Wet-T-Shirt! Dude, I could see her bra!  
  
PETER  
  
(losing his temper)  
  
SHUT THE HELL UP, FLASH!  
  
The room shuts up in a hurry.  
  
FLASH  
  
(looking up at Peter, surprised)  
  
WHAT did you say to me?  
  
PETER  
  
(standing his ground)  
  
You heard me. I said "shut up."  
  
FLASH  
  
(to his friends)  
  
Damn, what got into him?  
  
(stands up)  
  
Wanna come over here and say that again?  
  
PETER  
  
Nah, I'll save it for after school. Besides, you're not worth my time.  
  
With that, Peter walks over to a table, where Harry sits alone.  
  
FLASH  
  
That's it. He's dead.  
  
CUT TO  
  
EXT. MIDTOWN HIGH - DAY  
  
The campus somehow takes on a sense of foreboding as the bell rings, signaling the end of the school day. Kids soon storm out of the building, most of them headed for home, most of them chatting with friends.  
  
CLOSE IN on Peter and Harry.  
  
PETER  
  
Man, I feel so bad about what happened with MJ. I spilled it all over her. She refused to even acknowledge me every time I passed her in the halls.  
  
HARRY  
  
Yeah, she seemed pretty peeved, Petey. I mean, if you spilled your drink all over me, and gave everybody a view of MY bra, I'd be mad at you too.  
  
PETER  
  
Gee thanks, Harry. You're a big help.  
  
The stop as they see Flash Thompson leaning against a tree, a look of consummate seriousness on his face. His buddies are with him, all looking to see a beatdown.  
  
FLASH  
  
There you are. At least you didn't keep me waiting.  
  
PETER  
  
Is it that time already? Where DOES the day go.  
  
FLASH  
  
Don't get smart with me, Parker.  
  
PETER  
  
I thought I was the school brain.  
  
Flash strides toward Peter.  
  
FLASH  
  
Take a look over there at the parking lot, and tell me what you see.  
  
PETER  
  
(taking a look)  
  
Uhm ... cars? A motorcycle? Bumper stickers? Help me out here...  
  
FLASH  
  
(losing patience)  
  
My CAR, Parker. That big-ass dent on the hood of my CAR! The dent YOU put there.  
  
PETER  
  
I did? How'd I do that?  
  
FLASH  
  
You grabbed my football and slammed it onto my car hard enough to leave that dent!  
  
Flash looks at the people around him, who look at him like he's crazy.  
  
FLASH  
  
Well, he did!  
  
The lawn erupts in laughter.  
  
PETER  
  
Oh sure, blame it on me. Listen, Flash, do you expect us to believe that I snatched your lucky football from you, then threw the football at your car THAT HARD? Do I look like I'm that strong? Besides which, that dent looked like it was thrown from above the car. How do you suppose I did that?  
  
FLASH  
  
You were in a tree.  
  
The laughter increases, and Flash realizes just how unbelievable this sounds.  
  
PETER  
  
Are you sure you're feeling well, Thompson?  
  
Flash swings at Peter, who ducks, surprising Flash. He tries punching Peter in the stomach, but the latter quickly sidesteps it, and jumps back to avoid a third punch. Flash is baffled. Onlookers cheer for both sides.  
  
FLASH  
  
STAND STILL!!  
  
Peter continues moving around, staying out of Flash's reach. Flash becomes increasingly desperate.  
  
MJ  
  
(o.s.)  
  
Peter!  
  
Peter sees MJ standing among the crowd, wearing the stained shirt.  
  
This distraction is enough for Flash to grab Peter's shirt and push him against a tree.  
  
FLASH  
  
Ha! Gotcha! Now you're gonna pay big time!  
  
PETER  
  
Pay for what? Embarrassing you? Damaging your car? Telling you to shut up? Seems trivial compared to what you've done to me for years! Y'know that football you said I supposedly threw at your car? That's the same football you threw at the back of my head Friday! Why is it okay for you to dish out whatever embarrassment or injury you see fit on other people, but not okay for anyone else to do anything to YOU?  
  
FLASH  
  
Cause that's the way it works. Deal with it.  
  
PETER  
  
Then by all means, pound away. That won't enable you to feel any better about yourself.  
  
FLASH  
  
Wha?  
  
PETER  
  
You're a high school senior, but you act like a second-grade bully. Why is it so important for you to want to hurt me? Why do you feel the need to take out all your problems on me? The answer is obvious: you're not secure about yourself. You have to prove you're the most popular and the biggest and the best, so you antagonize the least popular, the smallest, and the weakest. How can you possibly expect people to respect you for that?  
  
If anything, you should be a LOT nicer to us nerds, because we can help you pass the science and math classes you're flunking. But the way you've treated my from day one, I wouldn't help you if you asked. Who do you have to blame for that? Yourself.  
  
Flash stares at Peter, trying to decide what to do.  
  
PETER  
  
If you think beating me up is going to win you any more respect, think again. Now if you'll excuse me...  
  
Peter removes Flash's hands from his shirt effortlessly, grabs his backpack, and walks away.  
  
Flash watches him go, looks over to the dent on his car, and shakes his head, obviously trying to decide whom to be pissed at.  
  
CUT TO  
  
EXT. SIDEWALK - DAY  
  
Peter walks along the sidewalk toward him, rather pleased with himself. It's not every day he gets to show up Flash Thompson. Mary Jane is seen running behind him, trying to catch up with him.  
  
MJ  
  
Peter! Wait up!  
  
Peter turns and lets MJ fall in step with her.  
  
PETER  
  
Listen, MJ...I'm sorry about your shirt--  
  
MJ  
  
What's gotten into you lately?  
  
Peter doesn't quite know how to answer that.  
  
MJ  
  
Ever since Flash hit you with the football, you've been acting weird. You blow me off every chance you get, give lame excuses, and act like an idiot around Flash.  
  
At first I though it was just because you were mad at him, but now I'm not so sure.  
  
I feel like you're mad at me.  
  
PETER  
  
I'm not, MJ, please believe me. I wish I could explain what's been going on, but...  
  
MJ  
  
But what?  
  
Peter frowns and looks at his feet.  
  
CUT TO  
  
EXT. PARKER HOUSEHOLD - DAY  
  
We hear music emanating from the Parker residence as we close in on the house.  
  
INT. PARKER HOUSEHOLD - LIVING ROOM - DAY  
  
CLOSEUP of Aunt May, humming along with the music while dusting a shelf. Uncle Ben enters, smiling, and sniffs the air.  
  
BEN  
  
Mmmm...smells good. Casserole?  
  
MAY  
  
(faint smile)  
  
It should be ready by the time Peter gets home. Shouldn't be too long.  
  
BEN  
  
I don't know if I'll be able to wait that long.  
  
Ben takes the duster from May's hand and takes her in his arms.  
  
MAY  
  
Ben?  
  
BEN  
  
The smell of the food, and music...it's got me in a festive mood. Let's dance!  
  
May relents, smiling, as the two dance around the living room. Ben spins her.  
  
CUT BACK TO  
  
EXT. SIDEWALK - DAY  
  
Peter and MJ continue walking toward their homes.  
  
PETER  
  
(breaking the silence)  
  
All right, Mary Jane, you really want to know what's going on with me? You really want to know why I've been acting so strangely around you lately?  
  
MJ  
  
I'm listening.  
  
Peter takes a deep breath. He prepares to say something, but can't get the words out. MJ stops and looks at him.  
  
MJ  
  
Any day now...  
  
PETER  
  
(under his breath)  
  
Damn, I can leap tall buildings and wrestle muscle-bound jocks, but I can't seem to work up the balls to say this...  
  
MJ  
  
(not quite hearing him)  
  
Say again?  
  
PETER  
  
(frustrated)  
  
I said I've had this humongous crush on you from Day One that's driving me nuts because I can't do anything about it!  
  
MJ raises her eyebrows in surprise. Peter takes another breath.  
  
PETER  
  
There, I said it. Shall we go?  
  
(starts walking)  
  
MJ  
  
Peter, I...  
  
PETER  
  
I don't expect you to feel anything for me, I'm sure you don't. I just had to get that off of my chest.  
  
MJ  
  
Peter, it's not that...  
  
PETER  
  
Then what?  
  
MJ  
  
Do you even know why I've been hanging out with you and Harry?  
  
PETER  
  
I don't know. Pity, good grades, a chance for intelligent conversation, boredom, lack of judgment...there can be any number of possible motives.  
  
MJ  
  
You're not going to make this easy on me, are you?  
  
PETER  
  
Probably not.  
  
MJ  
  
You forgot a motive: self-discovery.  
  
PETER  
  
Huh?  
  
MJ  
  
Before I started hanging with you two, I was popular. I was in the "In" Crowd.  
  
(beat)  
  
Problem was...I didn't know much else about myself.  
  
Peter looks at her questioningly.  
  
MJ  
  
When you're in the In Crowd, there are so many demands on how you should look, how you should act, what kind of things you should like...and it all changes at a moment's notice depending on what the trend is.  
  
Peter nods.  
  
MJ  
  
Well, it got to the point where one day, I just looked in the mirror and tried to figure out if I existed at all. I mean, beyond the makeup, the slang, the clothes, the whatever...who was I?  
  
I honestly couldn't answer that. I knew what all the cool people liked, but not what I liked. Even more than that, I knew that all the popular people have lives just as screwed up as everyone else's, but they hide it, and act like they're perfect. I got tired of acting.  
  
PETER  
  
So how do Harry and I fit in?  
  
MJ  
  
Well...I saw you two alone, with only each other for support. I saw that you two were actually honest with yourselves and other people about who you were. You didn't have to act like everything's okay. The sad part was that everybody resents you for being honest.  
  
PETER  
  
Tell me about it.  
  
MJ  
  
Anyway, I got to the point where I didn't care what anybody thought of me. I broke up with Flash, because, well, it wouldn't have worked anyway...and I started hanging out with the people I wanted to hang out with.  
  
(beat, looking at Peter)  
  
Does any of this make sense, or am I wasting breath and boring you?  
  
PETER  
  
Oh, it makes sense, and it answers a lot of questions I've had.  
  
(beat)  
  
On the other hand, I'm still waiting for the part where you reveal what your feelings for me are, now that I've revealed mine.  
  
MJ stops and looks at Peter.  
  
MJ  
  
(softly)  
  
Well, as a matter of fact--  
  
The sound of a gunshot echoes through the neighborhood. MJ and Peter react in horror, trying to place the origin of the shot.  
  
PETER  
  
Sounds like it came from our block!  
  
They take off running, Peter gaining a sizable lead thanks to his speed.  
  
EXT. PARKER HOUSEHOLD - DAY  
  
As soon is his house in view, Peter realizes something is terribly wrong. For starters, the door is wide open, and Uncle Ben's station wagon is starting up. Peter can't tell who's inside it, but it isn't Ben or May.  
  
The station wagon rips backward out of the driveway, and Peter watches in amazement as it tears onto the street, and away from the house.  
  
Close-up of a confused Peter. What in the world is going on?  
  
Sobbing is heard in the background, and Peter turns his attention toward the front door. Panicked, he races inside the house.  
  
INT. PARKER LIVING ROOM - DAY  
  
There, he sees Aunt May cradling Uncle Ben in her arms. His shirt is stained with blood, and he looks weak. May's right hand is pressed on his chest; her left hand is draped around the back of his neck.  
  
MAY  
  
Ben...hang on...please don't go...  
  
Through the chaos of the situation, it finally becomes clear to Peter what has happened. Someone shot Uncle Ben and stole the car to make a getaway.  
  
Peter snaps out of it and crouches near May and inspects Ben, unsure of what to do. Ben sees him and grabs Peter's hand. Suddenly, we see Ben mustering strength for his beloved nephew.  
  
BEN  
  
(groggily)  
  
Peter...call...  
  
MJ  
  
(o.s.)  
  
Oh my god!  
  
Peter and May turn to find MJ standing in the doorway, the blood drained from her face.  
  
PETER  
  
(coming to his senses)  
  
Mary Jane! Call 911!  
  
MJ, who had started moving as soon as he pronounced her name, reaches the phone and dials.  
  
CLOSE IN on Peter and May as they hold Ben.  
  
MAY  
  
Just hold on, Ben...  
  
PETER  
  
It...it'll be okay... 


	5. Confrontation

CUT TO  
  
EXT. HOSPITAL - SUNSET  
  
Storm clouds loom over the hospital as we CLOSE IN.  
  
INT. HOSPITAL WAITING ROOM - SUNSET  
  
Among a dozen other people, we see Peter, Aunt May, Mary Jane, and her aunt ANNA WATSON (around May's age, and a friend of the Parker family) all awaiting a verdict. May and Anna sit in chairs, MJ leans against a wall, and Peter paces back and forth across the floor.  
  
MAY  
  
Peter, please...sit down. Your pacing is wearing us all out, and people are staring.  
  
PETER  
  
(frustrated)  
  
I can't, Aunt May. If I do, I'll go nuts.  
  
MJ  
  
(walking to him)  
  
Peter, it's okay.  
  
(putting a comforting hand on his shoulder)  
  
Just calm down...you know he'll be okay.  
  
PETER  
  
(closing his eyes, nodding)  
  
Yeah...he will...the doctor said he's holding on a lot better than any of them figured he would.  
  
MAY  
  
(looking at her hands in her lap)  
  
Ben was always a fighter...  
  
ANNA  
  
Yes, we all know how strong Ben is. He'll be fine.  
  
Amid all this, we get the feeling that the four of them are trying to convince themselves as well as each other of what they're saying. Still, the most optimistic is Peter, who cannot fathom his life without his uncle in it. CLOSE IN on Peter.  
  
PETER  
  
(clenching his fists)  
  
He has to be.  
  
Mary Jane, who's behind Peter, has both hands on his shoulders, and she holds him closer. Peter is so worried about Uncle Ben at the moment that he barely notices.  
  
DOCTOR  
  
(o.s.)  
  
Mrs. Parker?  
  
The four of them (and a few of the extras) look up as a DOCTOR (mid- forties, greying hair, goatee) enters the waiting room, with a somber expression.  
  
MAY  
  
(standing up)  
  
Yes? Is Ben all right?  
  
DOCTOR  
  
Ma'am, I'm afraid that your husband...  
  
He looks at May's fearful expression. She knows what's coming next, and he has to bring himself to say it.  
  
DOCTOR  
  
He passed away two minutes ago.  
  
Stunned silence.  
  
Peter and May hold each other tightly as MJ and Anna watch. Hold for a full minute.  
  
CUT TO  
  
EXT. WATSON HOUSE - NIGHT  
  
CLOSE IN on MJ and Anna's house.  
  
MAY  
  
(v.o.)  
  
I appreciate you letting us stay over here, Anna.  
  
INT. WATSON KITCHEN - NIGHT  
  
Peter and May sit at the kitchen table with MJ and Anna. While their dinner plates are in front of them, May and Peter haven't touched them except to pick at them.  
  
ANNA  
  
Oh, it's no problem, May. I wouldn't dream of allowing you to sleep in a house where Ben was...  
  
(voice trails off)  
  
MJ  
  
(touching Peter's hand)  
  
How're you holding up?  
  
Peter just stared at his food as if he can't figure out what its purpose is.  
  
All look up as they hear a knock on the door. Mary Jane hesitantly gets up to answer it.  
  
The door opens to reveal a DETECTIVE (30s, blonde hair, trench coat), flashing a badge and a smile that he hopes is reassuring.  
  
DETECTIVE  
  
Is May Parker here? I heard she'd be here.  
  
MJ  
  
(turning to the kitchen)  
  
May? Uhm, there's a cop here to see you...  
  
May, Peter, and Anna enter the living room, hesitant but curious.  
  
DETECTIVE  
  
Connor Trevane, NYPD. I'm sorry for your loss.  
  
(beat)  
  
I've just received word that your husband's killer...  
  
They bristle at the word "killer".  
  
DETECTIVE  
  
(con't)  
  
...has been cornered to a warehouse downtown.  
  
It's a standoff, but I promise you, he WILL bring him in.  
  
May nods.  
  
MAY  
  
Thank you, detective...  
  
DETECTIVE  
  
If there's anything I can do...  
  
Peter, listening to the conversation, looks out the window. Several emotions playing on his face. Grief, anger, shock...and finally, determination.  
  
PETER  
  
I need some air...  
  
Peter walks out of the house, leaving the others puzzled.  
  
CUT TO  
  
EXT. PARKER HOUSE - NIGHT  
  
CLOSE IN on the Parker house, where we see a leaping figure landing on the roof from OFF-SCREEN. The figure is Peter, who crawls down to his bedroom window, slipping inside.  
  
INT. PETER'S ROOM - NIGHT  
  
Peter heads to his closet, opening it, and pulling out his Spider-Man costume. He tosses it on the bed and removes his shirt.  
  
After donning the main bodysuit, Peter puts on his boots and gloves, then grabs his mask.  
  
He pulls the mask over his face, then glances at his reflection in the mirror. In the dim light, he looks creepier, almost inhuman. Peter doesn't recognize himself. Which is fine.  
  
EXT. PARKER HOUSE - NIGHT  
  
Spider-Man emerges from his bedroom through the window and closes it while clinging to the wall. He then leaps off the wall and takes off, springing from house to house.  
  
PAN UP to the sky. The storm clouds are now quite large and ominous.  
  
CUT TO  
  
EXT. NEW YORK STREETS - NIGHT  
  
The rain now pours in sheets, but Spider-Man pays little heed as he leaps from building to building. The mood of this scene is a drastic departure from the more cheerful one the previous day. In that one, Spider-Man was fun. Now, he's out for vengeance.  
  
CUT TO  
  
EXT. WAREHOUSE DISTRICT - NIGHT  
  
Spider-Man reaches a rooftop overlooking the intended warehouse, and the location of his quarry. It's not hard to tell that this is the place, because the scene is swarming with POLICE and squad cars.  
  
EXT. WAREHOUSE PARKING LOT - NIGHT  
  
Closer look at the cops, who wear rain slickers in the drizzle. One of the cops, CAPTAIN GEORGE STACY (late-40s, grey hair), lifts a bullhorn and shouts at the warehouse:  
  
STACY  
  
This is your final warning! Come out now with your hands up, or we come in after you!  
  
INT. WAREHOUSE - NIGHT  
  
The warehouse's interior is in near total darkness. The KILLER cautiously looks out the window at the bank of cops below. He looks up at a police helicopter that's arriving, bathing the warehouse in its searchlight.  
  
Killer retreats from the window and checks his gun. It's difficult to tell what he looks like.  
  
KILLER  
  
Shit...only three bullets left.  
  
He jumps at the sound of an angry voice:  
  
SPIDER-MAN  
  
(o.s.)  
  
Is that the gun you used?  
  
Killer spins around and scans the room. Nothing here but crates and cobwebs. No way any of those cops could've gotten in here without him knowing.  
  
He readies his gun, fully alert.  
  
Some movement catches Killer's eye, and he whips around. Nothing there.  
  
SPIDER-MAN  
  
(o.s.)  
  
Jumpy?  
  
Killer jumps, started, and whips around again and looks up. This time he sees something:  
  
POV: KILLER  
  
Spider-Man is perched alertly atop a rafter, looking quite furious. The dim light makes him look sinister...no longer like the showboating wrestler we knew. Nothing like the shy bookworm he used to be.  
  
KILLER  
  
You!  
  
SPIDER-MAN  
  
Me.  
  
KILLER  
  
Stay...stay back...  
  
Killer fires off a shot, but Spider-Man leaps and twists in midair, evading it. He lands on a stack of crates behind Killer, who turns around in surprise and quickly fires again. Spidey shifts his weight to the side, effortlessly dodging the second bullet.  
  
This freaks out Killer even more. What is he dealing with?  
  
Spider-Man POUNCES at Killer, who fires off another shot, missing once again. Spidey vanishes. Nervous, Killer backs up into the open so Spidey can't get behind him. HOLD on him.  
  
SPIDER-MAN  
  
(o.s.)  
  
So tell me, what was it like?  
  
KILLER  
  
Wha...?  
  
SPIDER-MAN  
  
(o.s.)  
  
Killing that old man.  
  
KILLER  
  
What...what d'you care about that?  
  
SPIDER-MAN  
  
(o.s.)  
  
Just answer my question.  
  
KILLER  
  
(blurting)  
  
It wasn't like anything, all right? He's just some old man. Couldn't find his keys in that station wagon, so I got it off him in person. If he hadn't struggled, and that old bag hadn't interfered--  
  
SPIDER-MAN  
  
(o.s., angrily)  
  
Then WHAT? He'd still be alive?  
  
KILLER  
  
He was alive when I left.  
  
SPIDER-MAN  
  
(o.s., icily)  
  
So you killed my...that man...for keys to a getaway car?  
  
KILLER  
  
What business is it of yours?  
  
SPIDER-MAN  
  
(o.s.)  
  
Call it...I dunno...curiosity.  
  
Killer locates the source of the voice and looks up.  
  
POV: KILLER  
  
Spider-Man, who was upside down on the ceiling, drops toward the CAMERA.  
  
INT. WAREHOUSE - NIGHT  
  
Killer backs up as Spider-Man lands in front of him. Killer instinctively brings his gun up and pulls the trigger at point-blank range.  
  
Click. Empty.  
  
Spider-Man grabs the gun with one hand, and Killer's jacket with the other. He lifts Killer off his feet.  
  
TIGHT CLOSEUP of Killer's horrified face reflected off of Spider-Man's eyepieces.  
  
Spider-Man studies Killer's gun.  
  
SPIDER-MAN  
  
So this the gun.  
  
He throws it out the window.  
  
EXT. WAREHOUSE PARKING LOT  
  
The police back up as the glass shatters, and the gun lands on one of the squad cars. Captain Stacy inspects it, then looks up at the hole in the window.  
  
STACY  
  
What the hell is going on in there?  
  
(turns to another cop)  
  
Let's move in.  
  
INT. WAREHOUSE - NIGHT  
  
TIGHT CLOSEUP of Spider-Man's fist striking Killer's jaw, sending him across the room.  
  
WIDE SHOT of Killer hitting his back on a stack of crates. He falls to his knees, dazed, holding his jaw.  
  
He looks up at Spider-Man, who's striding toward him angrily.  
  
SPIDER-MAN  
  
Did that hurt? Not so tough without your gun, are you?  
  
Killer gets up, pissed.  
  
SPIDER-MAN  
  
C'mon, tough guy...take your best shot. Or maybe you can only take out old men.  
  
Killer swings at Spider-Man, who catches his fist and applies pressure. Killer yelps as he feels his knuckles crack.  
  
KILLER  
  
Argh!  
  
SPIDER-MAN  
  
Pathetic! I'd have expected better from a murderer.  
  
Killer punches with his other hand, but Spidey ducks under it and moves behind Killer, letting go of the latter's fist, and kicks him in the back. Killer is sent flying back toward the window and lands face-first on the floor. Spider-Man walks back to him, rage almost boiling over. He's no longer Peter Parker under the mask, just a rage-driven spider.  
  
SPIDER-MAN  
  
Ben Parker endured several painful hours before he died. You only get thirty seconds.  
  
EXT. REAR WAREHOUSE ENTRANCE - NIGHT  
  
The police pour into the warehouse.  
  
INT. WAREHOUSE - NIGHT  
  
Spider-Man picks up Killer again and lifts him up by his throat. He cocks his other hand back, balling it into a fist. He's about to hit his foe harder than he's ever hit everyone in his life.  
  
PETER PARKER  
  
(v.o.)  
  
I really can't explain well what I was thinking at that moment. In fact, I'm sure I wasn't thinking. I was just angry. I wanted to pay him back for what he did to Uncle Ben.  
  
(beat)  
  
I'm quite sure I would have killed him.  
  
The helicopter's searchlight floods the room, bathing Spider-Man and Killer in light. For the first time, Spider-Man can actually see Killer's face.  
  
TIGHT CLOSEUP of Spider-Man's reaction.  
  
SPIDER-MAN  
  
Huh?  
  
CLOSEUP of Killer's face. Now we know why he looked so familiar.  
  
SPIDER-MAN  
  
(o.s.)  
  
Wait a minute...you're...you're...the thief from the arena...  
  
BEGIN FLASHBACK  
  
We see the Thief from the Arena Hallway scene, running from the security guard. We see that he and Killer are the same guy.  
  
The thief runs past Spider-Man and Maxie Schiffman, out the door.  
  
Close-up of Spider-Man  
  
SPIDER-MAN  
  
It's not my job.  
  
FADE TO  
  
Peter watching the Killer take off in the station wagon.  
  
FADE TO  
  
Peter discovering Ben lying on the floor, shot in the chest.  
  
FADE TO  
  
Ben and Peter in the car, heading home from the genetics expo.  
  
BEN  
  
I've told you time and again, that with great power...  
  
PETER  
  
...comes great responsibility, I know.  
  
END FLASHBACK  
  
INT. WAREHOUSE - NIGHT  
  
Spider-Man stares at the barely-conscious Killer in disbelief.  
  
SPIDER-MAN  
  
Oh my god...if you're him...and I let you go that time...then that means...  
  
(beat, whisper)  
  
...it's my fault.  
  
TIGHT CLOSEUP of Spider-Man's fist. It unclenches. Falls limply to his side.  
  
Spider-Man lets go of the Killer, dropping him. He sinks to his knees.  
  
CAPTAIN STACY  
  
(o.s.)  
  
FREEZE!  
  
Spider-Man turns around, and sees himself surrounded by POLICE.  
  
CAPTAIN STACY  
  
Put your hands where we can see them.  
  
SPIDER-MAN  
  
Wha...? But I...  
  
CAPTAIN STACY  
  
Now!  
  
Spider-Man backs away from them slowly, his hands raised.  
  
CAPTAIN STACY  
  
I said, FREEZE!  
  
SPIDER-MAN  
  
But I didn't do anything!  
  
CAPTAIN STACY  
  
You're interfering in a police capture, and you tried to kill the suspect! Now you're trying to add "resisting arrest" to the list! What HAVEN'T you done?  
  
SPIDER-MAN  
  
(angrily)  
  
Homework. I gotta go.  
  
The cops advance toward him, and Spider-Man leaps upward over their heads, toward the skylight.  
  
EXT. WAREHOUSE ROOFTOP - NIGHT  
  
Spider-Man crashes through the skylight, shielding his face with his forearms. He lands on the roof and takes off running across the rooftop, the helicopter on his tail.  
  
HELICOPTOR PILOT  
  
(v.o.)  
  
Surrender immediately! You're under arrest!  
  
The rain drenches Spider-Man as he runs feverishly, backlit by the helicopter's spotlight. He reaches the edge of the roof and LEAPS, covering at least fifty feet.  
  
INT. WAREHOUSE - NIGHT  
  
Captain Stacy watches this from a window.  
  
CAPTAIN STACY  
  
(speaking into walkie-talkie)  
  
Shoot to wound.  
  
EXT. WAREHOUSE LOT  
  
Spider-Man runs across the pavement, toward a tall chain link fence with barbed wire on top.  
  
His spider-sense blares, and he starts zigzagging as bullets pepper the pavement.  
  
HELICOPTER COP  
  
(v.o.)  
  
Damn! Can't hit him!  
  
Spider-Man leaps in a single stride over the fence, and runs into an alley between two buildings.  
  
CUT TO  
  
INT. WATSON LIVING ROOM - NIGHT  
  
Mary Jane paces as May and Anna watch from the couch.  
  
MJ  
  
Where IS he?  
  
ANNA  
  
I'm sure he's just spending some time alone. All this has hit him pretty hard.  
  
MAY  
  
I just hope he doesn't do anything foolish...  
  
ANNA  
  
This IS Peter we're talking about, right? What would he do?  
  
MAY  
  
Yes...yes, I suppose you're right.  
  
CUT TO  
  
EXT. ALLEY - NIGHT  
  
UPSHOT at the police helicopter, as its spotlight searches between the buildings.  
  
Police cars enter the alley. Cops emerge and start searching the area.  
  
CLOSE IN on a delivery truck leaving the scene from a parking lot.  
  
UNDER TRUCK - NIGHT  
  
We see Spider-Man clinging to the underside of the truck, his body mere inches from the moving pavement. He keeps getting splashed by mud puddles. He barely notices it.  
  
CUT TO  
  
EXT. WATSON HOUSE - NIGHT  
  
Mary Jane sits on the front porch swing, blanket wrapped over her, waiting for Peter to return.  
  
MJ  
  
(out loud)  
  
Dammit, Peter, if you've gone off and gotten yourself killed, I'll never forgive you.  
  
(beat)  
  
I mean, I'll forgive you if you come back, but....  
  
(beat)  
  
Why am I talking to myself?  
  
ANNA  
  
(o.s., from inside)  
  
Mary? Who're you talking to? Is that Peter?  
  
MJ  
  
No, Aunt Anna...just me...  
  
ANNA  
  
Come inside where it's warm. No use waiting all night for him.  
  
MJ  
  
(getting up)  
  
All right...  
  
MJ stands and takes one last look at the neighborhood, then reluctantly turns to go inside.  
  
As she does this, a familiar figure reaches the Parker house, and slips in the top-floor window.  
  
INT. PETER'S ROOM - NIGHT  
  
Peter rips off his mask in the dim light, and staggers to the bathroom.  
  
PETER  
  
Oh god...oh god...  
  
INT. BATHROOM - NIGHT  
  
Peter turns on the light and closes the door. We see that his costume is completely soaked and grungy. He's a complete mess, both externally and internally.  
  
He turns on the faucet and looks in the mirror. He's disgusted by what he sees. He buries his head in his hands, as we hear:  
  
BEN  
  
(v.o.)  
  
...with great power...  
  
PETER  
  
(v.o.)  
  
...comes great responsibility.  
  
SPIDER-MAN  
  
(v.o.)  
  
It's not my job.  
  
MAY  
  
(v.o.)  
  
Ben...hang on...please don't go...  
  
DOCTOR  
  
(v.o.)  
  
He passed away two minutes ago.  
  
SPIDER-MAN  
  
(v.o.)  
  
Ben Parker endured several painful hours before he died. You only get thirty seconds.  
  
SPIDER-MAN  
  
(v.o.)  
  
Wait a minute...you're...you're...the thief from the arena...  
  
SPIDER-MAN  
  
(v.o.)  
  
...it's my fault...  
  
Peter looks back up at his reflection with disgust.  
  
SPIDER-MAN  
  
(v.o.)  
  
I'd have expected better from a murderer.  
  
Peter punches the mirror, cracking it. 


	6. Crime Fighter

CUT TO  
  
INT. WATSON HOUSE BATHROOM - NIGHT  
  
Mary Jane, fresh from a shower, towels off in a mirror (a towel is wrapped around her). We hear May and Anna talking. We can distinctly make out the word, "Peter."  
  
MJ's eyes widen.  
  
ANNA  
  
(v.o.)  
  
Mary Jane! Peter's back!  
  
MJ frantically hurries to get dressed.  
  
INT. WATSON LIVING ROOM - NIGHT  
  
MJ emerges from the bathroom fully clothed, and sees Peter sitting on the couch. It looks like he's had a shower too. He looks up as she approaches.  
  
PETER  
  
Sorry I walked out...  
  
MJ  
  
Where did you go? You've been gone for hours.  
  
PETER  
  
I took a walk...a long one...to clear my head. I knew I couldn't face you guys again until I was in better shape.  
  
MJ  
  
(sitting next to him)  
  
And are you?  
  
PETER  
  
I don't know...  
  
MJ hugs him tightly, and Peter, after a moment, hugs her back.  
  
CUT TO  
  
INT. OTTO'S ROOM  
  
TIGHT CLOSEUP of a hand. The fingers move, as if the person attached to the hand is testing them out. We hear clicking hydraulic sounds. In what little light there is, we see that the hand itself is mechanical.  
  
PAN RIGHT to reveal that the hand belongs to Otto Octavius. He looks completely fascinated by his new mechanical parts.  
  
He looks to his left at one of his snakelike appendages. He flexes the fingers, and smiles.  
  
He stands up, and we see that all four of his tentacles have been repaired. The room is sparse, with only a bed and nightstand. He looks to a clear plastic cup of water on the nightstand, and reaches out to it with a tentacle. The three fingers spread out and grip the cup. The cup cracks, and water spills out. Otto frowns, and sets the cup back on the nightstand.  
  
Octavius hears a buzzing sound and looks around. He whips out a tentacle, and the fingers clank together. The buzzing stops. He grins.  
  
CUT TO  
  
EXT. WESTWOOD CEMETARY - DAY  
  
Peter, May, MJ, Anna, and other friends and family gather around a tombstone as a PRIEST reads from a bible.  
  
PRIEST  
  
And so, our memory of Ben Parker lives on, while his body returns to the ground...  
  
CLOSEUP of the TOMBSTONE. It reads:  
  
BEN PARKER  
  
1949-2000  
  
HUSBAND OF MAY PARKER, UNCLE OF PETER PARKER  
  
HE WAS LOVED.  
  
PRIEST  
  
(o.s.)  
  
Ashes to ashes...  
  
Peter, at May's side, gazes blankly at the words on the tombstone. He's still in disbelief, and looks to be on the verge of tears. May seems to be in a similar condition.  
  
PRIEST  
  
(o.s.)  
  
...dust to dust...  
  
PAN DOWN to Peter's hand. It clenches into a determined fist.  
  
TIGHT CLOSEUP of Peter's intense eyes.  
  
FADE TO  
  
INT. PETER'S ROOM - NIGHT  
  
We see him cleaning the caked-on mud off of his Spider-Man costume.  
  
PETER  
  
(v.o.)  
  
I had some serious atoning to do. I didn't use my powers to stop a criminal when I easily could have, so I'm going to rectify that mistake.  
  
Once finished with the cleaning, Peter starts hand sewing up the tears in his costume.  
  
PETER  
  
(v.o.)  
  
I also had some sewing to do. Sure, it sounds silly, but I put my outfit through a lot of abuse trying to get away from the cops.  
  
Peter accidentally pricks his finger.  
  
PETER  
  
Ow! Geez...  
  
PETER  
  
(v.o.)  
  
Besides, I don't know how it's possible to live one's whole live being raised by Aunt May, and NOT know how to sew. She sure gave ME a thorough lesson.  
  
He covers a large tear in the back of the costume with a piece of red fabric cut into the familiar spider shape...  
  
PETER  
  
(v.o.)  
  
But one thing was for certain: This city would not see the last of Spider- Man.  
  
CUT TO  
  
INT. DAILY BUGLE CITY DESK - NIGHT  
  
TIGHT CLOSEUP of a newspaper mockup of the front page, complete with a large picture of Spider-Man (artist's interpretation), and the headline, "SPIDERMAN FUGITIVE FROM JUSTICE".  
  
JAMESON  
  
(o.s.)  
  
I knew he was a criminal.  
  
ROBBIE  
  
(o.s.)  
  
He is?.  
  
PULL OUT, to reveal J. Jonah Jameson holding the mockup, with Robbie Robertson at his side. Both study the mockup.  
  
JAMESON  
  
Certainly. He interferes with a police manhunt, almost kills the suspect, and resists arrest. Then he drops out of sight. What would you call him?  
  
ROBBIE  
  
I don't know. This just doesn't seem like a fair assessment of him.  
  
JAMESON  
  
Oh?  
  
ROBBIE  
  
I mean, it seems to me like it was personal for him. He gained some notoriety as a wrestler on TV, so to have him suddenly go vigilante like this without a reason doesn't make sense. Seems to me he had some sort of personal stake in that case. Maybe he knew the victim.  
  
JAMESON  
  
Or maybe he was in cahoots with the suspect, and the two got into a disagreement.  
  
(looking at Robbie seriously)  
  
Whatever the deal is, Spiderman is now a wanted fugitive. Why? Abuse of power. He figured that that wall-crawling shtick of his gives him license to take the law in his own hands. What kind of message does that send? We HAVE to bring him in.  
  
ROBBIE  
  
"We"?  
  
JAMESON  
  
The Daily Bugle. We'll run a series of features and editorials on him, and have the readers call this paper if they have a spider sighting.  
  
ROBBIE  
  
So it's not okay to use a mutant power to fight crime, but it's perfectly all right to use power of the press to persecute someone.  
  
JAMESON  
  
You're not listening.  
  
ROBBIE  
  
I'm listening just fine. If this guy is indeed a criminal, then we do have a responsibility to reveal this to the public. But we also have a responsibility, Jonah, to report both sides of the story, which means we at least consider the possibility that he's not the villain the media paint him as.  
  
(beat)  
  
Or is "innocent until proven guilty" obsolete these days?  
  
JAMESON  
  
We have to report the truth.  
  
ROBBIE  
  
Exactly. And the truth isn't necessarily your opinion, Jonah.  
  
Robbie walks away, into the crowd of staffers. Jameson glares after him, pissed. BETTY BRANT, an intern, walks up to him, carrying a folder.  
  
BETTY  
  
Mr. Jameson--  
  
JONAH  
  
WHAT?!  
  
Betty retreats from Jameson as fast as she can.  
  
CUT TO  
  
EXT. URBAN STREET - NIGHT  
  
Hardcore rap music fills the air as two GANGS, six or seven members apiece, confront each other. These are the usual hardened street-thugs one finds in an environment such as this The atmosphere threatens to explode into violence at any second. But for now, the gang leaders, 8-BALL WILLIAMS (wearing a black Starter Jacket with the hood pulled down) and BIG K DERRICKSON (the largest male there, with a necklace bearing gold letters that spell out "BIG K") merely wish to talk.  
  
8-BALL  
  
A'ight. We're here. So whassup? You wanted to discuss a cease-fire?  
  
BIG K  
  
Yup. Too many of us on both sides've been put on the slab. And for what? Territory? This keeps up, and ain't none of us gonna survive, know what I'm sayin'?  
  
8-BALL  
  
You the last nigga I'd expect to hear talkin' 'bout peace.  
  
BIG K  
  
True, I still got scores to settle wit'chu fools, but it's gotta end sometime.  
  
8-BALL  
  
So why don't I believe yo' ass?  
  
BIG K  
  
'Cause you obviously ain't as dumb as you look.  
  
Without warning, Big K grabs 8-Ball's hood and punches him hard in the stomach, as his boys pull their guns on 8-Ball's gang. Big K pulls his own gun and holds it against 8-Ball's face threateningly.  
  
BIG K  
  
But'chu WERE stupid enough to show up, so you deserve exactly what you're gonna get.  
  
The background music suddenly cuts off, which directs everyone's attention to one of the parked cars. Leaning up against it casually is Spider-Man, who just turned off the car stereo.  
  
SPIDER-MAN  
  
Party's over.  
  
The gang members stare at him incredulously.  
  
BIG K  
  
What the fuck you doin' here, fool?  
  
SPIDER-MAN  
  
Watching modern peace negotiators at work.  
  
BIG K  
  
(to his boys)  
  
Waste his ass.  
  
Big K's gang turn their guns on Spider-Man and open fire. Spider-Man backflips over the car and ducks behind it, as the bullets pepper the car's paintjob.  
  
BIG K  
  
(shouting over the gunfire)  
  
MY CAR! STOP SHOOTING!  
  
His gang eventually stops shooting, and are treated to an amazing sight. Spider-Man picks up the car and lifts it over his head, prepared to throw it.  
  
SPIDER-MAN  
  
Now who's got the biggest guns? Drop your weapons, all of you, or I make you eat this.  
  
The gang members consider this.  
  
SPIDER-MAN  
  
Don't believe me? Just try my patience.  
  
8-Ball uses the distraction to double Big K over with a punch to the stomach. He holds his own gun to Big K's head.  
  
8-BALL  
  
Peace out.  
  
They hear a loud crash and look over to Spider-Man, who has dropped the car on its bumper. The car falls slowly onto the pavement, upside down.  
  
SPIDER-MAN  
  
Weren't you guys listening?  
  
The thugs open fire on Spider-Man, who leaps and twists toward them, avoiding the bullets. Before they can react, he's in their midst, throwing punches and kicks at them.  
  
Unfortunately, he's at a disadvantage in the midst of the crowd, since punches and kicks are thrown at him from all directions. We see his spider- sense blaring, but he has increasing difficulty in fending off the attacks, especially when they begin using weapons like knives, crowbars, and other things lying around.  
  
His situation desperate, Spidey flails out blindly, and leaps out of the fray. He grabs Big K and 8-Ball by their jackets and leaps upward with them to the top of a lamppost.  
  
SPIDER-MAN  
  
Now that I have your undivided attention, I want all of you out of the neighborhood. That cease-fire you two were talking about is hereby permanent. Understand?  
  
The two thugs nod quickly, hoping Spidey doesn't drop them. Sirens blare in the distance, getting closer.  
  
SPIDER-MAN  
  
Great. See ya, folks.  
  
Spider-Man tosses Big K and 8-Ball onto the other gangsters, toppling them. He leaps off of the lamppost up to a nearby building and climbs up the side.  
  
The cops arrive and apprehend the thugs, while Spider-Man watches from a rooftop, nursing a few bruises.  
  
CUT TO  
  
INT. TRAINING ROOM - NIGHT  
  
A heavy sandbag with a target marked on it (the kind martial artists might use to practice kicks on) drops from the ceiling. A mechanical appendage strikes the target from off screen, the tri-fingered fist going straight through it. Sand sprays from it as the appendage retracts.  
  
TIGHT CLOSEUP of Octavius as he reacts to something behind him, whipping another appendage around quickly.  
  
An audible CLANG echoes as the appendage broadsides an engine block hanging from a chain.  
  
OCTAVIUS  
  
(to himself)  
  
Damn! Reflexes are still too slow...  
  
He turns around in time to see a huge solid metal object speed toward him. He panics, then sees the object stop barely a foot from his face. He realizes all four of his metallic appendages are holding it in place. He then smiles and pushes with the arms, sending it back into the wall it came from, the object's hydraulics screaming in protest.  
  
He catches his breath, and hears clapping. He turns and sees Norman Osborn and Mendel Stromm walking toward him.  
  
OSBORN  
  
Impressive. You're getting the hang of your new cybernetic body.  
  
OCTAVIUS  
  
Only marginally. When I want it to work, it does so too slowly Yet it reacts with blinding speed and accuracy to my basest knee-jerk reactions.  
  
STROMM  
  
These things take time, Octavius. With more practice you'll be able to control your cybernetics with complete ease.  
  
OCTAVIUS  
  
Oh? And how would you know, Stromm? (brings an appendage close to Stromm's face) Have YOU ever had to live with these? (clenches the robotic fist)  
  
OSBORN  
  
Correct me if I'm wrong, Otto, but didn't you AGREE to the cybernetic enhancement?  
  
OCTAVIUS  
  
Did I have a choice at the time?  
  
OSBORN  
  
This or a lifetime of paralysis. Like it or not, you chose this path. The operation cost me a fortune, so I expect to see some progress made.  
  
OCTAVIUS  
  
Yes...as your "enforcer". You still haven't explained why you have gone through all this trouble and expense when hiring someone else would have been much easier.  
  
OSBORN  
  
You'll know soon enough. For now, keep working.  
  
OCTAVIUS  
  
Yes, Mr. Osborn.  
  
Osborn and Stromm exit the room.  
  
OCTAVIUS  
  
"Yes sir, Mr. Osborn. Right away, Mr. Osborn."  
  
Octavius angrily slams a fist (NOT a snakelike appendage) into the steel wall. He pulls his hand away, leaving a huge dent in the wall. He inspects his hand. It's here that we see that his arm is now robotic as well.  
  
INT. CORRIDOR - NIGHT  
  
Osborn and Stromm walk through a metallic corridor.  
  
OSBORN  
  
What's the latest on the spider? Has he shown back up yet?  
  
STROMM  
  
There was a sighting in Harlem. He was seen busting up a gang skirmish, but he left before the police arrived.  
  
OSBORN  
  
Think he's changed careers? From wrestler to vigilante, that is?  
  
STROMM  
  
It's a possibility. If you don't mind my asking, why are you so interested in Spider-Man all of a sudden?  
  
OSBORN  
  
I like to keep tabs on all of my potential enemies...and allies. 


	7. Doctor Octopus

CUT TO  
  
INT. PARKER HOUSE KITCHEN - DAY  
  
Mat and Peter sit at the kitchen table, eating a breakfast of waffles, toast, and sausage. There's an uncomfortable silence between them. Peter keeps glancing at an empty chair, where Uncle Ben used to sit.  
  
May studies Peter's face carefully.  
  
MAY  
  
Peter?  
  
PETER  
  
(looking up)  
  
Hm?  
  
MAY  
  
Is that a bruise on your cheek?  
  
Peter touches his face, and finds that there is indeed a bruise there.  
  
PETER  
  
Uh...what bruise?  
  
MAY  
  
The one under your hand. Where did you get that?  
  
PETER  
  
Uhm, nowhere...it's nothing...  
  
MAY  
  
Peter...answer me.  
  
PETER  
  
I got it at school. Fight with Flash Thompson.  
  
MAY  
  
You haven't been to school for almost a week.  
  
PETER  
  
Uh, yeah, I know...I got it Monday, the last day I was there.  
  
MAY  
  
And it's just now showing up?  
  
PETER  
  
Yeah...bruises do that from time to time...pass the syrup?  
  
MAY  
  
(getting angry)  
  
You were never a very good liar, Peter. Now what happened? On those long walks you take, have you been getting into trouble?  
  
PETER  
  
Nope, I've been a good little boy. PLEASE pass the syrup?  
  
MAY  
  
You have, haven't you? You lost your uncle, and now you're taking out your aggressions on other people, correct? You know how I feel about that.  
  
PETER  
  
(standing up)  
  
Yeah, I'm not supposed to show any emotion at all!  
  
MAY  
  
Peter...  
  
PETER  
  
I'm supposed to keep it all inside me like you've been doing, right? Uncle Ben was your husband, and you've said maybe five words AT THE MOST about it! Last time I saw you shed a tear was Monday when it happened.  
  
MAY  
  
Don't think I've FORGOTTEN who Benjamin was to me, young man! His death almost tore me apart, but I held together, stayed strong for you, Peter! You lost both parents, and now your uncle, but you are NOT losing me!  
  
I will do what it takes to make sure you have someone in your life to act as a parent, which means no matter how much pain Benjamin's death has left me with, I refuse to let it come between me and my responsibility to you!  
  
(calming down)  
  
I miss Ben so much I can't see straight, but this is how I choose to honor his death.  
  
Silence between the two.  
  
PETER  
  
Fine. You deal with it your way; I'll deal with it mine.  
  
(turns and walks to the living room, leaving his food on the table)  
  
Oh, and keep the syrup.  
  
Peter heads upstairs, and May rubs her brow sadly. She looks at the empty chair Ben used to sit in, and closes her eyes, on the verge of tears.  
  
INT. PETER'S ROOM - DAY  
  
Peter enters his room and flops face-down on his unmade bed. After a moment he looks over to the open door of his closet, into the mirror. He touches the bruise on his face.  
  
He removes his shirt, and examines the other bruises on his body. There are a lot of them.  
  
He then looks at the Spider-Man costume draped on the bedpost.  
  
PETER  
  
This wasn't how the Spider-Man thing was supposed to go.  
  
He leans back on the bed, massaging his forearm. He suddenly looks at it, getting an idea.  
  
PETER  
  
Hmmm...that's what I need...  
  
CUT TO  
  
INT. HARDWARE STORE - DAY  
  
Peter buys a few small mechanical devices from the store. He looks somewhat out of place in the environment, but doesn't care. He also has an "I'm- planning-something" look on his face that unsettles the cashier.  
  
PETER  
  
(happily)  
  
Don't worry. I'm not making a bomb or anything.  
  
CASHIER  
  
That's a relief, I think.  
  
CUT TO  
  
INT. PETER'S ROOM - DAY  
  
With the materials laid out before him on his bed, Peter sets to work.  
  
BEGIN MONTAGE  
  
He sketches out a basic design on his notebook, and scribbles some notes we can't make out.  
  
He sits at his desk, putting his chemistry set to good use. He pours a few chemicals into a beaker, and mixes them.  
  
He assembles the mechanical parts carefully. The mechanism looks somewhat like a fishing reel, but smaller.  
  
He pours the liquid mixture from one beaker to another, and adds in a third chemical. The result froths and bubbles like root beer. By now we can see through his window that's approaching sunset.  
  
PETER  
  
Kids, don't try this at home.  
  
He attaches a trigger mechanism to the device, a long flexible tube extending from the device to a small half-dollar-sized button.  
  
He mixes the concoction in the beaker, then pours it into a small cartridge. He places the cartridge into the device, and pushes the button.  
  
A long thin stream of fluid squirts from the device onto a target on his wall like silly string. The target is a black-and-white picture of Flash Thompson cut out from his yearbook.  
  
The fluid stream hardens into a silken thread. Peter examines it, tugging at it.  
  
PETER  
  
A long-chain polymer, capable of forming solid upon contact with air, maintaining its stickiness, and serving as a thread. In other words, synthetic webbing. Strong too. Peter, you ARE a genius. And Flash never looked better.  
  
A tiny valve in the device comes loose, and the liquid is sprayed everywhere.  
  
PETER  
  
Hey!  
  
(sigh)  
  
Okay, it needs work..  
  
MAY  
  
(v.o.)  
  
Peter, what are you doing in there?  
  
CUT TO  
  
EXT. ROMITA PHARMACEUTICALS - SUNSET  
  
PAN ACROSS a pharmaceuticals plant. It's quite hi-tech-looking, on par with Oscorp. END PAN on a sign with the company logo on it. Under it is a slogan that reads, "A LEADER IN GOOD HEALTH SINCE 1964"  
  
INT. ROMITA PHARMACEUTICALS - SUNSET  
  
A three-fingered appendage breaks a SECURITY GUARD'S face, sending him into a wall. SECURITY GUARD #2 raises his gun, but the appendage grabs the gun away from the guard, while a second one grabs his leg and tosses him against the opposite wall.  
  
Octavius admires his handiwork. He's dressed in a black trench coat, black gloves, and black boots, bordering on "Matrix" style. Incongruously, he wears tinted green shades. All in all he looks quite powerful and confident.  
  
He strides toward the labs, but an alarm sounds, and six more guards appear behind him. They waste no time in opening fire.  
  
The bullets penetrate Octavius' coat, but they strike metal underneath. He casually sends two appendages toward them, with no more thought than one would give to shooing away flies. The tentacles punch guards #3 and #4 in the chests, grab them, and lift them up swiftly to the ceiling, burying their heads in an overhead light fixture. The tentacles drop the electrocuted guards and retract.  
  
The four remaining guards back away, still holding their guns, but frightened.  
  
Four more guards, this team dressed in flack jackets and helmets, emerge from an elevator and fire automatic weapons, while the first set of guards gets the hell out of there. The bullets penetrate Octavius' cybernetic body more efficiently, but only enough to piss him off.  
  
He recognizes the uniforms as that of the unit of soldiers who invaded his lab and caused the explosion. Enraged, he charges toward them, using all four tentacles to carry him.  
  
CLOSE IN on a hallway leading to the labs, the doorway open. One of the SOLDIERS hurtles through the hallway, apparently thrown by Octavius, and hits the wall beside the doorway. As he slides in a heap to the floor, he manages to press the button to close the doorway. A heavy vault-like automatic door slides into place.  
  
Octavius finishes disposing of the soldiers, and strides through the hallway. He reaches the door and studies it.  
  
INT. LABORATORY - SUNSET  
  
The SCIENTISTS inside breathe a sigh of relief, now that the lab has been sealed off.  
  
SCIENTIST #1  
  
Why couldn't they have sealed this place off as soon as the alarms went off?  
  
The others shrug, but interrupted by a loud WHAM! A dent form is the heavy steel door.  
  
The scientists back up, horrified as another WHAM follows it, creating another dent.  
  
INT. HALLWAY OUTSIDE LABORATORY - SUNSET  
  
Octavius begins raining punches on the door with his tentacles, creating more dents. We notice a few of the tentacles are covered in blood.  
  
INT. LABORATORY - SUNSET  
  
The door begins to buckle under the stress, as more and more huge dents befall it. The scientists cower in a corner as the punches...stop?  
  
INT. HALLWAY OUTSIDE LABORATORY - SUNSET  
  
Octavius inspects the door, then balls his own fist, drawing it back into a haymaker.  
  
INT. LABORATORY - SUNSET  
  
One final WHAM, and Octavius' black-gloved fist punches through the heavy door. He withdraws his hand, and the tentacles rip open the hole, widening it until it's big enough for Octavius to walk through.  
  
He regards the cowering scientists. One of them clutches a container of red liquid close to her chest.  
  
OCTAVIUS  
  
Relax...I'm not going to take THAT...  
  
A tentacle reaches up to a nearby shelf, and removes a small vial of green liquid without crushing it.  
  
OCTAVIUS  
  
(o.s.)  
  
This is all I need.  
  
The tentacle places the vial in Octavius' real hand, and he smiles at the scientists.  
  
OCTAVIUS  
  
Have a nice day.  
  
Octavius walks casually out the hole in the door, leaving the scientists to gape in disbelief.  
  
CUT TO  
  
EXT. CITY STREETS - NIGHT  
  
Close in on one of the buildings, until the top ledge fills most of the frame. A glob of webbing strikes it with a loud SPLAT, a webline connected to it.  
  
PAN DOWN to follow the webline as Spider-Man uses it to swing in the air over the street, shouting with glee.  
  
SPIDER-MAN  
  
YAAAAAAAAHOOOOOOOOO!!!  
  
Letting go of the line with one hand, he holds the hand out and points it toward another building, extending his thumb, forefinger, and pinky while pressing the trigger button under his glove. Webbing shoots out from his wrist, and finds its mark off screen.  
  
Spider-Man lets go of the previous webline and swings up the full arc and lets go, flipping a few times and alighting on a rooftop in his usual spiderlike crouch.  
  
EXT. ROOFTOP - NIGHT  
  
CLOSEUP of his wrists. We see that they bulge slightly under his gloves, and tubes peek out from holes cut into his gloves. He rolls up one of the gloves to expose a WEBSHOOTER underneath, a wristband with the webbing device built into it. It looks shoddy-looking, but that's okay: it's a prototype.  
  
SPIDER-MAN  
  
(chanting)  
  
Ge-nius! Ge-nius! Ge-nius!  
  
(beat)  
  
I can't believe it works! Took some serious adjustments, but it works! This is the ONLY way to travel.  
  
Spidey looks up, hearing police sirens. He moves to the building's ledge and sees several squad cars race down the street.  
  
SPIDER-MAN  
  
Whuh-oh. SOMEbody messed up.  
  
(looks at his webshooters)  
  
Could be an opportunity to test these babies...  
  
CUT TO  
  
EXT. ALLEY - NIGHT  
  
TRACKING SHOT of Octavius' appendages as they run at top speed through the alley.  
  
PETER  
  
(v.o.)  
  
I really wish I had kept my big mouth shut...  
  
He reaches a dead end in the alley and, without breaking stride, uses his appendages to climb up the building, the fingers digging into the wall.  
  
BACK TO  
  
EXT. ROOFTOP - NIGHT  
  
The climbing sound can be faintly heard, getting louder and closer. This gets Spidey's attention.  
  
SPIDER-MAN  
  
What the?  
  
His spider-sense blares, causing him to step back as Octavius' top two appendages reach up into view and grab onto the ledge, hoisting Octavius up. It's a dramatic sight, and not one Spidey expected to see.  
  
Octavius sees Spider-man, and stops in his tracks, surprised.  
  
OCTAVIUS  
  
You!  
  
SPIDER-MAN  
  
Uh, hiya!  
  
Octavius lowers his stance threateningly, tentacles at the ready.  
  
OCTAVIUS  
  
You've come to get in my way, I see...  
  
SPIDER-MAN  
  
Huh?  
  
CUT TO  
  
INT. OSCORP OFFICE - NIGHT  
  
Osborn and Stromm watch a large monitor displaying OCTAVIUS' POV.  
  
OSBORN  
  
Damn! That spider has to show up NOW?  
  
STROMM  
  
Didn't you want Octavius to take on Spider-Man?  
  
OSBORN  
  
Not this soon. He's just now mastered his cybernetic body.  
  
STROMM  
  
Well, he did make his own adjustments to it.  
  
OSBORN  
  
All the more cause for him to become overconfident.  
  
STROMM  
  
Twenty bucks says Ock squashes the spider.  
  
Osborn looks at Stromm with a raised eyebrow.  
  
OSBORN  
  
You're on.  
  
CUT TO  
  
EXT. ROOFTOP - NIGHT  
  
Spider-Man backs away from Octavius, hands out like a hostage negotiator.  
  
SPIDER-MAN Really, I don't even know who you are! Honest!  
  
OCTAVIUS  
  
You don't know who I am? You haven't heard of Otto Octavius?  
  
SPIDER-MAN  
  
The guy caught in the explosion at Oscorp a week ago?  
  
(studies Octavius)  
  
Oh yeah...now I recognize you. Your pic was in the paper. Nice threads, by the way. Very Wachowski.  
  
OCTAVIUS  
  
And I have heard of you. The famous Spider-Man, a gaudy wrestler turned vigilante. A mutant.  
  
SPIDER-MAN  
  
Weeeell, that's debatable--  
  
OCTAVIUS  
  
Silence!  
  
(hears approaching sirens and gets antsy)  
  
Are you going to get out of my way, or not?  
  
SPIDER-MAN Well, since you asked nicely...  
  
Spider-man moves out the way and lets Octavius pass. He watches Octavius reach the opposite edge of the roof and leap off with his appendages. He gets a serious case of deja vu, and puts two and two together.  
  
SPIDER-MAN  
  
D'OH! What am I doing? I can't let that guy go! The cops are after HIM!  
  
Spidey runs after Octavius, leaping off the roof in a giant stride and firing a webline at a nearby water tower, swinging to catch up.  
  
Octavius sees the webline hit the tower, and looks behind him while moving. He sees Spider-Man swinging toward him and stops, whipping a tentacle at the spider.  
  
Spidey's spider-sense goes off, and he lets go of the webline and drops under the tentacle, landing on the roof.  
  
OCTAVIUS  
  
Now what do you want?  
  
SPIDER-MAN  
  
You're running from the cops, aren't you?  
  
OCTAVIUS  
  
And if I am, will YOU stop me?  
  
SPIDER-MAN  
  
Uhm, well...yeah.  
  
OCTAVIUS  
  
Hunh. Child.  
  
Octavius sends two tentacles at Spider-man, who leaps over them and flips, landing on the side of a wall and clinging to it. Octavius wastes no time in sending more long tentacles after him, and Spidey performs several athletic feats to avoid them.  
  
His inability to hit the wall-crawler frustrates Octavius. Spidey leaps, and perches on a water tower, and Octavius inadvertently punches through it to hit him. Spider-Man easily evades the attack, and Octavius is swept off the roof by a torrent of water.  
  
CUT BACK TO  
  
INT. OSCORP OFFICE - NIGHT  
  
Stromm seethes, while Osborn smiles.  
  
OSBORN  
  
About those twenty dollars...  
  
CUT BACK TO  
  
EXT. ROOFTOP - NIGHT  
  
Spider-Man gloats.  
  
SPIDER-MAN  
  
YES! HAHA! I got 'im! Who's bad now, Octopus?  
  
His spider-sense goes off, and he barely has time to duck as a tentacle punches through an air-conditioning unit beside him. Another tentacle snakes around Spidey, and a very soggy (not to mention pissed) Octavius lifts him off his feet, his tentacle squeezing Spidey like a python.  
  
OCTAVIUS  
  
Insolent arachnid...my appendages will crush you like paper...  
  
SPIDER-MAN  
  
(through gritted teeth)  
  
Who...rrrgh...writes...your dialogue?  
  
Spider-Main points a wrist at Octavius' face and wires his webshooter. A glob of webbing covers Octavius' shades, causing him to recoil and let go of Spider-Man, who drops to a crouch and leaps to safety.  
  
Octavius tries to pull off the shades, but they're webbed to his face.  
  
SPIDER-MAN  
  
It's like trying to remove aircraft clue, isn't it? Just be glad I didn't stick gum in your hair.  
  
With a shout, Octavius ribs off the webbing, and charges at Spider-Man, tentacles flying. Spider-Man hops backward off the rooftop, and sends a webline to a nearby billboard.  
  
SPIDER-MAN  
  
You want me? Come and get me!  
  
Octavius leaps off the roof and gives chase.  
  
CUT TO  
  
INT. OSCORP OFFICE - NIGHT  
  
Osborn and Stromm no longer have a visual on the situation since Spidey webbed up Ock's shades, which he left on the rooftop.  
  
OSBORN  
  
Damn! Now we've lost sight of them.  
  
STROMM  
  
I'll send a chopper team to find them. There should be one in that area.  
  
OSBORN  
  
Not in TOO much of a hurry to see if you won or lost the bet, are you?  
  
STROMM  
  
Can you blame me?  
  
CUT TO  
  
INT. COMIC BOOK PUBLISHING OFFICE BULLPEN - NIGHT  
  
We see an office where several artists and other creative people work. Through a door marked "Publisher" bursts STAN, whom we met earlier. He's as excited as ever.  
  
STAN  
  
Steve, you wouldn't believe it! I just thought up this GREAT villain for our new hero to go up against in the first issue!  
  
STEVE  
  
(without looking up from his drawing board)  
  
Let me guess: a guy with long metal tentacles sticking out of his body?  
  
STAN  
  
(perplexed)  
  
Err...no, a Communist spy who can alter his appearance at will. Where did you get--?  
  
Steve points out a window. We see Octavius running across the nearby rooftops with his metallic appendages.  
  
STAN  
  
(o.s.)  
  
That's brilliant!  
  
CUT TO  
  
EXT. CITY STREET - NIGHT  
  
Spider-Man moves above the street by casting out weblines and swinging on them, in an attempt to stay ahead of Octavius, who is doing a good job of keeping up.  
  
Spider-Man points his webshooter at another building and presses the palm trigger, but only a tiny quirt of fluid comes out. He frantically shakes his wrist.  
  
SPIDER-MAN  
  
Empty?! Shit!  
  
Still holding on the webline, he begins swinging in the opposite direction, toward the building the webline is anchored to. As this happens, his spider- sense blares, causing him to look up.  
  
POV: SPIDER-MAN  
  
Octavius leaps off the building he was on, pouncing at the CAMERA.  
  
EXT. CITY STREET - NIGHT  
  
Spider-Man reacts instinctively, wrapping his legs around Octavius' head. This trick surprised both of them, and they both swing at a high speed toward the building wall (they're going faster now because of Octavius' added weight).  
  
Octavius' appendages instinctively wrap around the both of them as they prepare for impact.  
  
WHAM!  
  
Spider-Man and Octavius hang there for a few moment's, dazed. The wall now has a huge dent in it. Spider-Man lets go of the webline, and they fall.  
  
EXT. PARKING LOT - NIGHT  
  
The two hit the ground, rolling. Octavius' appendages uncoil, and Spidey rolls out of it to a stop. He gets to his knees, and rattles his brains back together.  
  
He looks at Octavius, who lies face-down on the pavement. Unmoving.  
  
SPIDER-MAN  
  
Whoa...did I...?  
  
Octavius' tentacles stir, then Ock himself rises slowly to his feet. He looks pissed, and his attire looks like it was run over with a mack truck, but other than that, he doesn't look to be damaged to much.  
  
Spidey steps back in disbelief.  
  
SPIDER-MAN  
  
Oh, MAN! Can't I at least DENT you?! Please tell me you felt that a little bit.  
  
OCTAVIUS  
  
(dusting himself off)  
  
I did. You will pay dearly for that.  
  
Without warning, the fight is on once again, as Octavius hurls his tentacles at Spider-Man, who tries his best to stay out of reach. However, he's still shaken from the impact with the building and the subsequent fall, and he catches a tentacle in the stomach, a second in the back, and a third in the jaw. He sails across the parking lot, landing on a dumpster, and falling off.  
  
Octavius strides menacingly toward Spidey, who looks up weakly.  
  
SPIDER-MAN  
  
Oh god...just leave me alone...I can't fight anymore...  
  
OCTAVIUS  
  
Are you begging?  
  
SPIDER-MAN  
  
Well...  
  
OCTAVIUS  
  
I begged for my life once - not so much out loud, mind you; I had my pride - but in the end it did no good. I was still destroyed.  
  
His appendages lift a car from a parking space, and move it over Spider- Man's head, preparing to crush him.  
  
OCTAVIUS  
  
Luckily, I survived. Now that I have learned the lesson, that whatever doesn't kill us only makes us stronger...I pass that wisdom onto you. Pray you survive the lesson.  
  
Octavius brings the car down quickly toward Spider-Man, but Spidey suddenly leaps at Octavius and slams his elbows into Ock's chest. Ock is knocked off his feet, and his tentacles let go of the car.  
  
SPIDER-MAN  
  
That's it!  
  
Spider-Man sits on Ock's stomach, grabbing his collar, and, in a rage, cocks back a fist and swings at Ock's face. Octavius blocks the punch with his forearm, and a loud CLANG is heard. Spidey holds his knuckles in pain and surprise.  
  
SPIDER-MAN  
  
Just how much of you is mechanical, anyway?  
  
Ock answers by punching Spider-Man in the face, sending him tumbling off his perch.  
  
Spider-Man stands, as does Octavius, and the two face each other. Spider- Man seems to have gotten a second wind.  
  
SPIDER-MAN  
  
All right...let's do this hand-to-hand, then.  
  
They charge at each other, and exchange several punches and kicks. Spider- Man, the more agile one, manages to land more hits on Ock than Ock lands on him. Unfortunately, Ock hits harder. He doubles Spidey over with a punch to the stomach, and slams his elbow down across the back of Spidey's neck.  
  
OCTAVIUS  
  
Enough of this game.  
  
Ock wraps a tentacle around Spidey, and punches him with another.  
  
And another.  
  
And another.  
  
He then turns Spider-Man upside-down and slams onto the roof of a car.  
  
Octavius brings Spider-Man closer so the two are face-to face. Spider-Man looks at Ock in a daze, his eyepieces cracked and his facemask torn at the cheek.  
  
OCTAVIUS  
  
Any last words?  
  
SPIDER-MAN  
  
Up...yours...  
  
Octavius backhands Spider-Man, knocking him out completely, and unrolls Spider-Man from his tentacle, flinging him in the air. Spider-Man lands on the rooftop face-down. He looks to be alive, but barely. Octavius watches from the parking lot, admiring his handiwork.  
  
An (unmarked) Oscorp helicopter appears overhead, spotting Octavius with its searchlight. Unfortunately, squad cars also reach him, pulling up in the parking lot.  
  
Octavius quickly uses his appendages to scale a nearby building, not even bothering to dodge the bullets since they don't do much to him. He reaches the helicopter and climbs inside, his tentacles disappearing inside the chopper.  
  
INT. HELICOPTER - NIGHT  
  
Octavius gets settled, and the pilot speaks to him.  
  
PILOT  
  
You in? Good. Let's get outta here before the police choppers get here.  
  
OCTAVIUS  
  
I'm not leaving until Spider-Man is dead.  
  
PILOT  
  
Sorry, no can do, pal. We don't have time. 'Sides, he's gone anyway.  
  
OCTAVIUS  
  
What?  
  
Octavius looks out the window at the rooftop Spider-Man was lying on. Sure enough, the roof is deserted.  
  
OCTAVIUS  
  
Damn!  
  
EXT. ALLEY - NIGHT  
  
The helicopter leaves quickly, despite Octavius' protests. PAN DOWN to the alley, where we see an inured Spider-Man hanging on a fire escape, having apparently fallen off the roof. He attempts to get up, but his muscles give way, and he falls the rest of the way to the alley.  
  
Close in on his face.  
  
FADE TO BLACK 


	8. Injured Pride

We hear voices, fading in and out.  
  
COP  
  
(v.o.)  
  
He's breathing, sir. Somehow he survived all that.  
  
CAPTAIN STACY  
  
(v.o.)  
  
He's definitely in bad shape. Let's get his mask off him...  
  
The screen explodes with chaotic color and noise. This is apparently a first-person view of his SPIDER-SENSE.  
  
CUT IN  
  
POV: SPIDER-MAN  
  
Spider-Man jolts awake, and sees a MEDIC crouched over him, his hands on either side of Spidey's face. We see all this through cracked eyepieces.  
  
EXT. ALLEY - NIGHT  
  
Spider-Man instinctively pushes the medic away, and leaps backward, scrambling up the side of the building without even trying. His mask is rolled up to his nose, so he pulls it back down. He catches his breath. The cops train their guns on him.  
  
CAPTAIN STACY  
  
Now calm down, son...  
  
SPIDER-MAN  
  
Just leave me alone!  
  
A sudden wave of nausea washes over Spidey, and he almost loses his grip on the wall.  
  
CAPTAIN STACY  
  
You're injured. We can get you some help.  
  
SPIDER-MAN  
  
You just want to...arrest me...  
  
CAPTAIN STACY  
  
Not until we get you treated, and find out what's going on.  
  
SPIDER-MAN  
  
Real...reassuring...  
  
CAPTAIN STACY  
  
We just want to know who you are...and why you've become a vigilante.  
  
SPIDER-MAN  
  
The pay's good. As for who I am...can't help ya there.  
  
CAPTAIN STACY  
  
We've been chasing after you for a week, Spider-Man! We want to know why, and we want this to be resolved as peacefully as possible.  
  
SPIDER-MAN  
  
THEN you lock me up for doing your job. That it?  
  
The two stare at each other in silence.  
  
SPIDER-MAN  
  
Just let me go. I've had enough confrontations for one night.  
  
CAPTAIN STACY  
  
You're not going to get far in your condition.  
  
SPIDER-MAN  
  
(crawling up the wall)  
  
My problem, not yours.  
  
COP  
  
(to Stacy, readying his gun)  
  
Say the word.  
  
CAPTAIN STACY  
  
Stand down.  
  
COP  
  
Sir?  
  
CAPTAIN STACY  
  
I won't repeat myself.  
  
The cops lower their weapons.  
  
Spider-Man stands on the edge of the rooftop, fires his webshooter (the one still containing webbing), and swings off.  
  
CUT TO  
  
EXT. BROWNSTONE - NIGHT  
  
Spider-Man crawls with the last of his strength onto the roof.  
  
PETER  
  
(v.o.)  
  
The captain had a point: I couldn't get back to Queens in the shape I was in, and I definitely needed medical attention. Luckily, I was lucid enough to come up with another option.  
  
He passes out.  
  
PETER  
  
(v.o.)  
  
Too bad I also wasn't in the shape to make even that journey.  
  
FADE OUT  
  
CONNORS  
  
(v.o.)  
  
Spider-Man? Can you hear me?  
  
SPIDER-MAN  
  
(v.o., groggily)  
  
Ohhh....but it's a Saturday...don' have school...wanna sleep in...  
  
FADE IN  
  
POV: SPIDER-MAN  
  
Spidey slowly wakes up to find Curt Connors, the scientist who gave the tour at the demonstration where Peter was bitten by the spider, standing over him.  
  
CONNORS  
  
Thank god...  
  
INT. EMPIRE STATE UNIVERSITY LAB - NIGHT  
  
Spider-Man freaks and scrambles out of the makeshift bed he was sleeping on, away from Connors. He looks around at his surroundings, and finds that he's in the university's genetics lab. His mask is rolled up to his nose again, and he's hooked up tubes to all kinds of monitoring equipment. He quickly rips off the devices. He at least looks to be in better health than when we last saw him.  
  
SPIDER-MAN  
  
What am I doing here?  
  
CONNORS  
  
Just calm down...let me explain...  
  
SPIDER-MAN  
  
I was trying to get to your apartment. How'd I get here?  
  
CONNORS  
  
I found you unconscious near my home. The equipment I had in my lab at my apartment wasn't enough to handle the severity of your injuries, so I took you here. Don't worry, no one else knows you're here.  
  
SPIDER-MAN  
  
(checking his body)  
  
I was almost dead when I passed out...I'm sure I had some broken ribs and internal bleeding. Still hurts, but nothing seems broken. How long have I been out?  
  
CONNORS  
  
Twelve hours.  
  
I contributed to some of your recovery, draining the fluid from your lungs, and repairing the worst of your injuries, but you rapid metabolism allowed you to recover from the rest of it. I've never seen anything like it.  
  
Spider-Man looks around, trying to absorb this information. He sees a computer monitor, which displays a detailed diagram of his body.  
  
CONNORS  
  
What made you want to come to me in the first place?  
  
SPIDER-MAN  
  
Beats me. Seemed like a good idea, since you're a scientist.  
  
CONNORS  
  
Well, it's a good thing you did, since most doctors would most like be unprepared for your physiology.  
  
SPIDER-MAN  
  
My..."physiology"?  
  
CONNORS  
  
In the strictest of terms, you're still human, but you're also steadily evolving into your own biological classification.  
  
(typing on a keyboard) The introduction of arachnid RNA into your genome basically triggered an unforeseen chain-reaction, altering other traits to compensate for the change. This would account for the increased strength, metabolism, as well as other superhuman abilities.  
  
SPIDER-MAN  
  
Wait, wait, back up..."unforeseen"?  
  
CONNORS  
  
(walking to a glass container, where the test spiders are situated)  
  
From what I've been able to determine, your...mutation...occurred fairly recently, possibly within the last two weeks. That and a cursory look at the changes in your DNA lead me to believe that you were somehow involved in the experiment conducted by ESU to transfer arachnid DNA into other species. During that demonstration, one of the test spiders escaped.  
  
TIGHT CLOSEUP of one of the spiders, which has a black body and red legs.  
  
CONNORS  
  
When we found it hours later, its venom supply had been drained.  
  
Spider-Man, surprised by this, absentmindedly rubs the gloved back of his hand, where the spider bit him.  
  
CONNOR  
  
(smiling slightly)  
  
That's what I thought. You were bitten by it, weren't you?  
  
SPIDER-MAN  
  
Well...yeah...  
  
(trying to make a weak joke)  
  
Does that mean I can sue the college?  
  
CONNORS  
  
What it means is, we were not expecting the spider to be able to transfer its RNA in that fashion. "We" meaning the genetics staff, of course. What's even more amazing is that this affected a non-arachnid, a HUMAN, to such an incredible extent.  
  
SPIDER-MAN  
  
So tell me, Doc...how long do I have to live?  
  
CONNORS  
  
From what I gather, your mutation is nonlethal. Any unfavorable side- effects were corrected within the first day. However, there is a possibility that the mutation is an ongoing process, the end result of which I can't begin to predict.  
  
(beat, gravely)  
  
In all likelihood...when all is said and done, you may not even be human.  
  
This stuns spider-Man.  
  
SPIDER-MAN  
  
What...are you saying that I'm turning into a spider?  
  
CONNORS  
  
Perhaps...or a unique organism with the aspects of both and neither.  
  
SPIDER-MAN  
  
Oh great, this makes my day.  
  
(game show announcer voice)  
  
"Congrats, Spidey! You've just won a one-way, all-expenses-paid trip to Freakville! You'll spend the rest of your fun-filled days and nights spinning webs, catching bugs, and living in fear of waterspouts. And if you're EXTRA lucky, you could even be recruited by that magnetic mutant guy with a bucket on his head, since you'd actually fit in with his crowd! Don't you wish you'd gotten the consolation prize?"  
  
Connors stares at Spider-Man in silence.  
  
CONNORS  
  
You act as if this were my fault.  
  
SPIDER-MAN  
  
(sigh)  
  
Sorry, Doc...I know you're just giving me the facts...but it's hard to accept being told something like this.  
  
CONNORS  
  
(putting a hand on his shoulder)  
  
Perfectly understandable. No one expects you to be okay with this news. It will take some time to process.  
  
SPIDER-MAN  
  
Thanks...for all you've done for me. It's actually something of a relief to finally know what's happening to me.  
  
(looks out a window, seeing the sunrise)  
  
Listen, I have to go...  
  
Spider-Man walks to a table and puts his webshooters back on his wrists, then puts his gloves.  
  
CONNORS  
  
By the way...what are those things? I've been looking at them all night.  
  
SPIDER-MAN  
  
(looking at his wrists)  
  
These? Web-squirter thingees.  
  
CONNORS  
  
Oh...I see.  
  
Spider-Man opens a window and leaps out of it, shouting behind him:  
  
SPIDER-MAN  
  
Bye, Doc!  
  
CUT TO  
  
EXT. NEW YORK STREETS - MORNING  
  
Spider-Man leaps from building to building, instead of swinging on weblines.  
  
PETER  
  
(v.o.)  
  
I didn't have enough web fluid to swing home, so I had to hoof it home the old-fashioned way. At this rate, since I'm still hurting from the fight with Octavius, it'd be an hour before I'd get home, and by then Aunt May would definitely be up and notice I'm gone.  
  
A few spectacular shots of Spider-Man traversing the city, bathed in golden sunlight.  
  
PETER  
  
(v.o.)  
  
But it did give me time to think. I wondered why I was doing all this. Y'know...being Spider-Man.  
  
(beat)  
  
I first put on the costume to be a wrestler and make some extra cash, even though I think wrestling sucks. I continued to wear the costume as a vigilante to make up for not stopping that thief when I had the chance.  
  
CLOSEUP of Spider-Man's masked face as he runs and jumps, breathing audibly.  
  
PETER  
  
(v.o.)  
  
But it was more than that. Something else was keeping me from hanging up the tights completely. That question had been bugging me for a while, the whole time I had taken up the crimefighting thing, but on that trip home, I realized what it was.  
  
Spider-Man leaps across the space between two landings, and clings to the side of an apartment building. He looks at his reflection in the window.  
  
PETER  
  
(v.o.)  
  
I realized I actually liked being Spider-Man.  
  
Spider-Man climbs up the building.  
  
PETER  
  
(v.o.)  
  
As strange as it sounds, I actually found it liberating to wear this weird red-and-black outfit. Nobody knew it was Peter Parker underneath it, so nobody treated Spider-Man like dirt the way they treated Peter.  
  
He cartwheels onto the rooftop.  
  
PETER  
  
(v.o.)  
  
And I could do things as Spider-Man that I couldn't as Peter. I mean...I COULD do stunts like this as Peter, but my life is complicated enough as it is. It's much less of a hassle for some anonymous guy to be able to crawl walls and leap tall buildings.  
  
(beat)  
  
Hunh. Listen to me. I'm referring to my two identities in third-person.  
  
EXT. FOREST HILLS - MORNING  
  
Spider-Man finally reaches his neighborhood, visibly exhausted. He tries to stay in the bushes, out of sight of traffic and pedestrians, which isn't easy. He leaps onto the roof of a house, and travels that way.  
  
PETER  
  
(v.o.)  
  
But the point remains that I felt this...need to be Spider-Man...that it fulfilled something within me that needed fulfilling. Sounds corny, doesn't it?  
  
Spidey reaches the roof of his house, and crawls down to his window, opening it.  
  
PETER  
  
(v.o.)  
  
Too bad that being Spider-Man came at the heaviest price imaginable. I had to lose my uncle due to my own stupidity. If I'm going to keep being Spider- Man, I'm going to have to figure out how to deal with the consequences. I wish I knew how.  
  
Spidey crawls in.  
  
PETER  
  
(v.o.)  
  
What would Brian Boitano do?  
  
DISSOLVE BACK TO  
  
INT. SUBWAY TRAIN - NIGHT  
  
Peter Parker (the present day version) sits in his seat on the subway train, still reminiscing.  
  
PETER  
  
(v.o.)  
  
Turns out Aunt May solved the dilemma of what do with my Spider-Man identity for me. When I got home that morning, she subjected me to a two- hour lecture and grounded me for a few days. I could only leave the house to go to school...  
  
DISSOLVE TO  
  
EXT. DAILY BUGLE - DAY  
  
CLOSE IN on the Daily Bugle building.  
  
PETER  
  
(v.o.)  
  
...and to find a job.  
  
INT. JAMESON'S OFFICE - DAY  
  
We see Jameson in his usual lousy mood, as he searches the drawers of his desk, chomping on his ever-present cigar, and mumbling to himself.  
  
JAMESON  
  
Never a blasted pen around when you need one...  
  
A knock on the door.  
  
JAMESON  
  
(looking up, agitated)  
  
Whaddaya want?  
  
ROBBIE  
  
(v.o.)  
  
There's a young man here to see you.  
  
JAMESON  
  
I'm busy! Tell him to scram!  
  
ROBBIE  
  
(v.o.)  
  
He says he has some Spider-Man pics he wants to sell.  
  
JAMESON  
  
I don't care wh--Spider-Man? Don't just STAND there, Robbie; send him in!  
  
The door opens, and Robbie ushers Peter in, who holds a manila envelope full of developed pictures. Jameson continues to root through his desk.  
  
JAMESON  
  
(without looking at Peter)  
  
Sit down.  
  
Peter pulls up a chair, and puts the folder on Jameson's desk before sitting down.  
  
JAMESON  
  
(still looking through the desk)  
  
Name?  
  
PETER  
  
Peter Parker, sir.  
  
JAMESON  
  
Parker...you're responding to the ad about the reward for Spider-Man photos, huh?  
  
PETER  
  
Yes sir.  
  
JAMESON  
  
What makes me think these are any better than the dozen-or-so crap pictures I've seen from every other bozo who walks in here?  
  
PETER  
  
(uncomfortable)  
  
Well...for starters you could look at the pictures, sir.  
  
JAMESON  
  
(looking up at Peter)  
  
You getting smart with me, boy?  
  
PETER  
  
Uuhh...no...  
  
Jameson picks up the envelope, opens it, and removes the pictures from it.  
  
Over Jameson's shoulder, we see the pictures Peter took of himself as Spider-Man the first day he was in costume.  
  
JAMESON  
  
How'd you get that close to 'im, kid?  
  
PETER  
  
Well...he, uh, rescued me from some muggers...and I had my camera with me, and...he let me take some pictures of him.  
  
Jameson looks at Peter, not believing a word of it.  
  
JAMESON  
  
(stuffing the pictures back in the envelope)  
  
Yeah right. Or, you made a cheap knockoff of his costume, and set the camera on a timer, and took pictures of yourself! How stupid do you think I am?  
  
PETER  
  
Err..  
  
JAMESON  
  
(tossing the envelope back to Peter)  
  
Get him outta here, Robbie! That's the third one this week!  
  
PETER  
  
But I...  
  
ROBBIE  
  
(to Jameson)  
  
How do you expect any front page pictures of Spider-Man, Jonah, when you reject all the pictures you get?  
  
JAMESON  
  
I can't stand hoaxes, Robbie. I can smell 'em a mile away!  
  
ROBBIE  
  
(walking to Jonah's desk and placing both hands on his desk, staring Jameson in the eye)  
  
Jonah, with all due respect, sir, you wouldn't know a hoax if it shaved your moustache!  
  
Jameson looks incensed at this.  
  
ROBBIE  
  
I've stood here and watched you embark on this crusade against Spider-Man, even when all you do is persecute him on little-to-no evidence. You offer a cash reward to people who show up with pictures of him, but you never fail to find a way to turn them down and keep from publishing the photos! Meanwhile, all the Spider-Man images we've had to work with are sketches from our art department, and not a single photo of Spider-Man has graced the Daily Bugle!  
  
JAMESON  
  
Now listen, Robbie, I--  
  
ROBBIE  
  
Are you ever gonna put your money where your mouth is, or is this paper gonna continue to lose credibility?  
  
It's your call.  
  
Jameson looks at Robbie in silence, then looks at Peter.  
  
JAMESON  
  
All right, all right, we'll publish 'em...  
  
PETER  
  
YES! Thank you!  
  
JAMESON  
  
On one condition.  
  
PETER  
  
Uh...what's that?  
  
JAMESON  
  
Come up with pictures that don't look so fake. Track down the real Spider- Man if you have to.  
  
Peter nods.  
  
PETER  
  
So...do I get paid for these?  
  
Jameson looks at him sternly.  
  
PETER  
  
Guess not...  
  
ROBBIE  
  
You'll get paid, Peter, don't worry.  
  
Jameson raises an eyebrow at Robbie.  
  
JAMESON  
  
But if you expect to make a permanent job of this, you're--  
  
ROBBIE  
  
Actually, Jonah, I already signed him on as a freelancer. He's a bright kid. We could use him.  
  
JAMESON  
  
Oh really...? Parker, could you excuse us for a minute?  
  
PETER  
  
Uh, sure, Mr. Jameson.  
  
INT. DAILY BUGLE CITY DESK - DAY  
  
Peter steps out of Jameson's office and closes the door. He's then treated to the sound of:  
  
JAMESON  
  
(v.o.)  
  
WHAT THE HELL ARE YOU TRYING TO PULL, ROBBIE?  
  
PETER  
  
(under his breath)  
  
Maybe McDonalds wasn't such a bad idea after all...  
  
FADE BACK TO  
  
INT. SUBWAY TRAIN - NIGHT  
  
Peter continues sitting in his seat, deep in thought.  
  
PETER  
  
(v.o.)  
  
I couldn't believe that I actually had a job. Even so, I had a bit of business to take care of...  
  
FADE TO  
  
EXT. WESTWOOD CEMETARY - SUNSET  
  
Peter approaches a tombstone. We see that he's alone. He kneels in front of the headstone, and frowns, trying to decide what to say. Then, after a long pause:  
  
PETER  
  
Uncle Ben...? It's...it's me, Peter. Aunt May isn't here. I...sorta need to talk to you alone. (beat)  
  
Listen, I...I'm sorry for...y'know...everything that happened.  
  
TIGHT CLOSEUP of Uncle Ben's gravestone.  
  
PETER  
  
(o.s.)  
  
It was...it was my fault.  
  
Peter stares at it, fighting tears.  
  
PETER  
  
That thief that broke into the house? The one that...well, the one that shot you? I met him before that. I was...I was Spider-Man, out being a costumed wrestler...and I met him. He ran right past me. I didn't stop him, and I should've.  
  
TIGHTER CLOSEUP of Peter.  
  
PETER  
  
It was my responsibility, Uncle Ben. It was. I can lift cars. I can leap at least fifty feet, maybe more if I'm trying. I can sense danger before it happens.  
  
Even tighter close-up. All we see are his eyes.  
  
PETER  
  
So why couldn't I see this coming? Why couldn't I have done something to prevent this? Why did you have to die in order for me to wake up?!  
  
LONG SHOT of the cemetery, as Peter collects himself.  
  
PETER  
  
Because I'm an idiot, that's why. I've been screwing up a lot lately.  
  
Peter paces back and forth.  
  
PETER  
  
Even after I brought down the guy who shot you, I've been trying to make up for it in the stupidest way possible, by fighting crime like a vigilante or whatever. It hasn't helped. I don't feel any better about what I did, and now the cops are after me. I almost got killed by a psychopath with metal widgets for arms!  
  
Peter lowers his head.  
  
PETER  
  
I wish I knew what to do, Uncle Ben. You were always there for me when I needed you, and when I didn't go to you for advice, I've always regretted it. I mean, when I first got these powers, I couldn't make sense of them. I couldn't figure out what to do with them. I should have gone to you, but for some stupid reason I was afraid to. And look what happened.  
  
(beat)  
  
I...I miss you so much, Uncle Ben. So does Aunt May. I wish you could be back with us, but all the wishing in the world won't bring you back. So what do I do? You taught me that 'With Great Power Comes Great Responsibility'. But is being Spider-Man the only way I can be responsible? I don't know. I want to be Spider-Man, and at the same time it scares me, because I know I'll screw up, and somebody else will end up paying the price you did.  
  
Peter looks at the headstone in silence for a few minutes.  
  
PETER  
  
So what I'm asking is, "Is it all right to continue being Spider-Man? Or is there another way I can make a difference...another way I can use my powers to help people?" I want your blessing on this, Uncle Ben. If you don't want me to put on that costume ever again, I won't. (chuckles humorlessly)  
  
I know, I know...it's a little too late to ask you now, right? Not as if you're going to nod yes or no. (beat)  
  
But you would tell me not to feel sorry for myself, and think of others before myself, wouldn't you?  
  
Peter's resolve seems to increase.  
  
PETER  
  
You'd tell me that if facing responsibility means putting on those red-and- black webs, then that's what I have to do, right? I mean, so what if I screw up, right? As long as I learn from it. As long as I do whatever I can, nothing more, nothing less.  
  
Peter smiles, slightly.  
  
PETER  
  
Right? Right.  
  
CLOSEUP of the headstone.  
  
PETER  
  
Thanks, Uncle Ben! Thanks for listening.  
  
Peter turns and starts running out of the cemetery, leaping over a high wall. PAN RIGHT back to Uncle Ben's grave. CLOSE IN on the headstone, and the words: "HE WAS LOVED."  
  
CUT TO  
  
INT. PETER'S ROOM - NIGHT  
  
Peter injects more webbing fluid into small cartridges, then loads the cartridges onto his webshooter wristbands.  
  
PETER  
  
(v.o.)  
  
So that was pretty much all it took. That night, I made more web fluid, fixed my webshooters, and repaired my costume.  
  
Peter puts on his mask.  
  
PETER  
  
(v.o.)  
  
I officially became a lean, mean, web-swinging, crime-fighting machine, as corny as that sounds.  
  
CUT TO  
  
EXT. NEW YORK CITY - NIGHT  
  
Spider-Man webswings through the city with a renewed vigor.  
  
PETER  
  
(v.o.)  
  
As enthusiastic as I was, though, I was sort of hesitant about going out on patrol again. After all, the last time I did, I got my spidery ass kicked by Octavius. I sooo didn't want to run into him again.  
  
EXT. PHARMACEUTICALS COMPLEX - NIGHT  
  
The top three floors of the R & D lab building are engulfed in flames, and almost completely decimated. Alarms ring deafeningly. This is very similar to the explosion Octavius was caught in weeks before.  
  
PETER  
  
(v.o.)  
  
So guess what happened when I investigated an explosion at a chemical company?  
  
Spider-Man swings up to the building face and lets go of the webline. He clings to the wall, and watches as the columns of smoke and flame pour from the massive hole.  
  
SPIDER-MAN  
  
(whispering)  
  
God, even the wall is hot...and the chemical smoke...  
  
Close-up of Spidey, who's commenting to keep his nervousness at bay.  
  
SPIDER-MAN  
  
I'll have to figure out how to make a gas mask out of webbing one of these days...  
  
Okay, deep breath...huuuuuuuuhp....  
  
INT. OSCORP LAB - NIGHT  
  
Spider-Man leaps into the hole, past the smoke, and drops onto the floor in a sprawl.  
  
He looks around, staggered by the immense heat. The fire roars around him.  
  
SPIDER-MAN  
  
Is anybody--  
  
(coughs)  
  
--anybody in here?  
  
He looks up and notices that the foam sprayers have been visibly damaged, but apparently not by the explosion. Rather, they were dismantled.  
  
His spider-sense strobes, and he ducks quickly while twisting around to look behind him. Octavius' long steel tentacle arm punches the steel wall near Spidey.  
  
Octavius strides toward Spider-Man, wearing flame-resistant attire, and a gas mask. He sends another tentacle at Spider-Man.  
  
Spider-Man foregoes the banter and sidesteps it quickly, knowing that attempting a jump with limited oxygen isn't a smart idea in this situation. Nevertheless, he attempts to run back for the hole to escape.  
  
Octavius catches up with him and wraps his appendages around Spidey, then holds him up to the smoke column.  
  
Spider-Man struggles for a moment or two, then passes out coughing.  
  
EXT. OSCORP LAB COMPLEX - NIGHT  
  
Octavius leaps out of the yawning hole, Spider-Man wrapped in a tentacle, while the others break his fall and allow him to cross the complex rapidly. 


	9. With Great Power

CUT TO  
  
INT. OSBORN HOUSE - NIGHT  
  
Close-up of a computer screen, displaying Oscorp's database. A password dialog box pops up.  
  
Tighter close-up of the dialog box. We hear the tapping of a keyboard as five asterisks fill the password space. A singular tap on a key implies that "Enter" has been pressed.  
  
INVALID PASSWORD. ACCESS DENIED.  
  
Six asterisks this time. Enter.  
  
INVALID PASSWORD. ACCESS DENIED.  
  
A pause for a moment. The hacker tries to think of what the password might be.  
  
HACKER  
  
(o.s.)  
  
Wait a sec...  
  
Five asterisks. Enter.  
  
PASSWORD ACCEPTED. LOGGING "NORMAN OSBORN" ONTO OSCORP DATABASE. PLEASE WAIT.  
  
The dialog box vanishes, and is soon replaced with the Oscorp's mainframe. The cursor glides over to a folder marked, "Private files". The folder is clicked on, and the password dialog pops up again. This time the five asterisks are typed in without delay, and the box disappears, replaced with a list of things Norman Osborn doesn't want to be in his company's official records. The list includes twenty highly dangerous and illegal chemical compounds, and specs for Otto Octavius' cybernetic body parts.  
  
PAN AWAY from the screen, to the mouse, on which a hand taps its finger lightly. PAN RIGHT until we see the face of the hacker, illuminated by the screen in the otherwise dark room: Harry Osborn.  
  
HARRY  
  
(to himself)  
  
Wow...a lot of suspicious-looking stuff here, Dad.  
  
(beat)  
  
Care to explain all this to your loving son?  
  
CUT TO  
  
INT. TRAINING ROOM - NIGHT  
  
Close-up of Spider-Man's face as it hangs forward, unconscious.  
  
OSBORN  
  
(o.s.)  
  
Time to wake up, Mister Spider...  
  
Spidey slowly comes around, and raises his head to look up.  
  
SPIDER-MAN  
  
Uhhhrrrr...not again...  
  
POV: SPIDER-MAN  
  
Norman Osborn's visage swims in and out of focus, before finally remaining in focus.  
  
OSBORN  
  
You've been asleep long enough. It's been four hours. I could've woken you sooner, but I wanted you to be well-rested.  
  
SPIDER-MAN  
  
(o.s.)  
  
N...Norman Osborn...  
  
OSBORN  
  
Yes, I see you recognize me.  
  
Wider shot. Spidey is shackled to the back wall in a large steel room by high-tech manacles engulfing both hands and wrists. As it turns out, this is the same training room we saw Octavius testing his new cybernetics in. Osborn stands at the center of the room, his voice echoing off the walls. We notice he isn't wearing his typical business suit, but what appears to be a black jumpsuit of some sort, making him look like he's either going to fix an engine or kick someone's ass. He still manages to look imposing.  
  
SPIDER-MAN  
  
Where...where am I?  
  
OSBORN  
  
That's not terribly important. Suffice to say you're in a place few have seen. This is the true base of operations for Oscorp's. As for its specific location? You don't need to know.  
  
Close-up of Spider-Man, whose head is clearing, and his brain attempts to piece things together.  
  
SPIDER-MAN  
  
Where's Octavius? I remember running into him, and passing out. Now I'm here.  
  
EXT. HALLWAY CORRIDOR - NIGHT  
  
Octavius listens to the conversation while leaning on a wall in the hallway, patiently waiting for the door to open.  
  
OSBORN  
  
(v.o.)  
  
He's here, and guarding the door from the outside. Even if you manage to escape those manacles and me, you'll still have to contend with him once you make it through the door.  
  
INT. TRAINING ROOM - NIGHT  
  
Spider-Man absorbs this information.  
  
SPIDER-MAN  
  
Sounds like fun. So why am I here? You in the habit of collecting gaudily- dressed superheroes?  
  
Osborn chuckles.  
  
OSBORN  
  
Not quite. I've been watching you, Spider. I'm intrigued by the fact that you found yourself with all these incredible abilities, and you chose to put them to use as a professional wrestler. Then, for some reason, you became a quote-unquote "superhero". I must admit, I'm curious as to why.  
  
SPIDER-MAN  
  
And this is how you choose to set up an interview with me?  
  
(beat)  
  
It's none of your business why I do that. Besides, what SHOULD I have done with these powers? Knock over banks? Go on a killing spree? Date supermodels? Throw me a bone here.  
  
OSBORN  
  
(shrugging)  
  
Suit yourself. It doesn't matter, anyway; I have all I need from you.  
  
SPIDER-MAN  
  
That being...?  
  
OSBORN  
  
Your D.N.A. From what I understand, your powers were derived from a rather unique version of gene therapy. You received traits from a spider, which combined with your own genome, and--  
  
SPIDER-MAN  
  
--and a bouncing Spider-boy was born. Listen, I'm not usually one to interrupt a science lecture, but I already know this part. Could you skip to what this has to do with you? (beat)  
  
And while you're at it, mind raiding the snack machine? I'm hungry.  
  
Osborn seems less than amused.  
  
OSBORN  
  
The point, dear boy, is that I've always been intrigued by power in all its forms. It took me great pains to attain financial power, saving my father's company from bankruptcy and turning it into a billion-dollar corporation. I've even been working on gaining political power. (walking to Spider-Man)  
  
But recently, I have become aware of another kind of power that only a chosen few seem to possess: superhuman power.  
  
Osborne turns and walks toward the center of the room, hands behind his back as he continues his speech.  
  
OSBORN  
  
The growing mutant population is composed of beings who are genetically born with that power. This intrigued me, so after doing extensive research, I've discovered that mutant gene lies in all humans, but is dormant in most cases. I've also discovered that activating that gene in a nonmutant, an adult especially, tends to be quite fatal. But still I craved that personal power.  
  
SPIDER-MAN  
  
Have you considered Viagra?  
  
OSBORN  
  
(turning sharply to face Spider-Man)  
  
Very funny.  
  
(beat)  
  
Actually, here's where it gets to you: After studying you for a certain amount of time, and obtaining medical information on you from my old friend, Doctor Curtis Connors, I've learned something interesting about your genetic makeup.  
  
SPIDER-MAN  
  
The recombination of my genome from the spider bite activated the dormant mutant gene. Am I right?  
  
Osborn looks impressed.  
  
OSBORN  
  
Hmp. You HAVE been paying attention.  
  
SPIDER-MAN  
  
Hey, I'm a captive audience. So now you're going to say how you've done some more extensive research, and have found a way to kickstart your power by injecting my mutant genes into yourself?  
  
OSBORN  
  
Pretty much. Except a chemical formula called GLN is added to the mix, thereby increasing the potency of the experiment.  
  
SPIDER-MAN  
  
Great. What's the next step? You're going to take a blood sample and get the process rolling?  
  
OCTAVIUS  
  
Actually, I already did that as soon as Octavius brought you here. I've already injected myself, and I can feel the results already.  
  
He studies his arm, clenching and unclenching his fist.  
  
SPIDER-MAN  
  
I'm happy for you. Well, now that you're a satisfied customer, I'll just be on my merry way. So if you'll let me out of these things...  
  
The manacles unlock and open.  
  
SPIDER-MAN  
  
Huh? You ARE letting me go?  
  
OSBORN  
  
Yes, but first I want to take these new powers of mine for a test drive, and I need a sparring partner.  
  
Spider-Man stretches his arms and legs, working the feeling back into his muscles.  
  
SPIDER-MAN  
  
Isn't that what you have Ock for?  
  
OSBORN  
  
Just humor me. Don't you want to repay me for arranging your bouts with him, and your brief imprisonment?  
  
SPIDER-MAN  
  
Well, now that you mention it--  
  
Spidey swings a fist with lighting speed at Osborn's jaw to punctuate his sentence. Osborn's hand catches it an inch from his face and squeezes.  
  
SPIDER-MAN  
  
Agh!  
  
OSBORN  
  
So far, so good. I'm betting I'm as fast as you are.  
  
Osborne punches Spidey across the jaw, sending him sprawling.  
  
OSBORN  
  
And at least as strong.  
  
Spider-Man gets up punches with his other hand, which Osborn sidesteps. Spider-Man begins throwing a barrage of rapid punches and kicks at his opponent, but none of them land. Finally, Osborn avoids a punch, then kicks an overbalanced Spidey in the gut, dropping him. He follows it up with a kick to the face, and Spider-Man is sent rolling.  
  
OSBORN  
  
I haven't even worked up a sweat yet! This is amazing!  
  
Spider-Man slams a foot into Osborn's chest, sending the latter across the room.  
  
SPIDER-MAN  
  
Don't celebrate too hard.  
  
Osborn's back hits the wall, and Spider-Man leaps to his feet, having gotten a second wind.  
  
SPIDER-MAN  
  
C'mon, pal! Now it's my turn!  
  
Osborn charges at Spider-Man, who leaps and flips upward to the ceiling. He plants his feet and springs off of it, slamming into Osborn's back. Osborn hits the floor, and Spidey rolls off.  
  
Osborn returns to his feet, and is on the offensive this time, launching punches and kicks at Spider-Man, who uses his agility to his advantage. Spidey leaps off the walls, over and around Osborn so fast Osborn can't keep track of him. Spider-Man tags the openings in Osborn's defenses as he does this, effectively pummeling Norman in the process.  
  
Osborn attempts a roundhouse kick, but he doesn't hit anything, and finds Spider-man gone. He looks around.  
  
SPIDER-MAN  
  
(o.s.)  
  
Up here.  
  
Osborn looks up at Spider-Man, who clings to the ceiling upside down, rolling up his gloves and checking for webshooters.  
  
SPIDER-MAN  
  
Figures you'd confiscate my webshooters. But that's okay; I'll get 'em back.  
  
(beat)  
  
So tell me: what's it like to get your butt kicked by a sixteen-year-old wall-crawler?  
  
OSBORN  
  
You haven't yet.  
  
Spider-Man drops from his perch onto a handstand in front of Osborn, loading his legs, and shooting them outward at Osborn's chin. WHAM! Osborne hits the wall and slides down it to the floor, unconscious.  
  
SPIDER-MAN  
  
That's because I asked about five seconds too soon. Enjoy your nap.  
  
Spidey turns to walk to the door, then looks back at Osborn, getting an idea.  
  
He leans Osborn against the far wall, and locks his hands up in the shackles.  
  
SPIDER-MAN  
  
Much better.  
  
He walks back to the door and knocks on it politely.  
  
SPIDER-MAN  
  
Hey Ock! Open up! It's me, Spidey! I just mopped the place with your boss. Come look!  
  
INT. HALLWAY CORRIDOR - NIGHT  
  
Octavius hears this, and smiles. He readies a tentacle, pressing a button on the keypad with his hand. The door hisses open, and he sends the tentacle in to punch his prey.  
  
He misses. There's apparently no one in the room except Osborn.  
  
A faint noise catches his attention, and he looks up to an open ventilation shaft on one wall near the ceiling.  
  
INT. VENTILATION SHAFT - NIGHT  
  
Spider-Man's slim figure crawls up the ventilation system, his body just small enough to fit and move easily. His mirrored eyepieces reflect what little light is in the shaft, so the illumination of his large eyes gives him an almost spooky appearance. Just for fun, he's softly humming "Itsy Bitsy Spider".  
  
INT. TRAINING ROOM - NIGHT  
  
Octavius frees Osborne from the manacles, as the latter awakens, rubbing his jaw.  
  
OCTAVIUS  
  
Should this project be considered a success or failure?  
  
OSBORN  
  
Shut up. Where's he now?  
  
OCTAVIUS  
  
The ventilation system. He could very well be in the building by now.  
  
OSBORN  
  
Damn. Notify Stromm, and get security on full alert. Have them search the building, and I mean everything.  
  
OCTAVIUS  
  
Way a head of you, Osborn.  
  
Osborn feels dizzy for a moment, stumbling. He looks at his hand. It's trembling, and looks almost green.  
  
OCTAVIUS  
  
Are you all right, sir?  
  
OSBORN  
  
I'm...I'm fine, just a little exhausted.  
  
CUT TO  
  
INT. VENTILATION SYSTEM - NIGHT  
  
Now Spidey is above-ground, in a horizontal part of the vent system. He finds himself near a grate that overlooks a cargo bay containing barrels of the illicit chemicals. Currently, however, Spider-Man is preoccupied with searching.  
  
SPIDER-MAN  
  
(whisper)  
  
Let's see...where'd they hide my webshooters?  
  
P.O.V.: SPIDER-MAN  
  
He peeks through the vent grate and sees someone snooping around in the cargo bay, snapping pictures with a camera. He recognizes the person as Harry.  
  
SPIDER-MAN  
  
(v.o.)  
  
Harry?  
  
INT. CARGO BAY - NIGHT  
  
Harry continues to look around and take pictures, obviously pleased with himself.  
  
HARRY  
  
(to himself)  
  
Let me guess, Dad...these are tax deductible?  
  
INT. VENTILATION SYSTEM  
  
Spider-Man hears a sound and quickly looks around. Sounds like voices.  
  
GUARD #1  
  
(v.o.)  
  
...thought I heard something in here.  
  
INT. OSBORN HALLWAY OUTSIDE CARGO BAY - NIGHT  
  
Six security guards stand at the door leading into the cargo bay. They prepare to enter it.  
  
GUARD #2  
  
Probably Spider-Man. On my mark, we enter and take 'im.  
  
INT. CARGO BAY  
  
Harry hears the security guards as well, and looks around for a place to hide. He manages to find a place behind a stack of heavy barrels as the door opens.  
  
The guards pour in and search the room. Harry holds his breath.  
  
One of the guards moves to Harry's location, but a loud crash stops him. Spider-Man tears the vent grate off and leaps with it into the cargo bay. As he lands, he tosses the grate at the nearest guard, and jumps over the next two, twisting in midair before they can fire on him. Spidey grabs them and slams them into a wall, but by that time, the remaining three have trained their guns on Spidey.  
  
SPIDER-MAN  
  
Now, now...firing in here is a bad idea, what with the chemicals in here.  
  
The guards consider this, and Spider-Man uses that hesitation to leap into their midst and knock them out in short order.  
  
Harry makes a break for the door, but Spidey catches him.  
  
SPIDER-MAN  
  
What are you doing here?  
  
HARRY  
  
What business is it of yours? And where'd you come from?  
  
SPIDER-MAN  
  
I was in the neighborhood, thanks to your dad.  
  
HARRY  
  
Huh?  
  
SPIDER-MAN  
  
Listen, from what I saw, you have just as much against him as I do.  
  
I need to know how to get out of this place. If you can help me with that, I'll take you with me, so you can put that roll of film to good use in exposing what your dad's up to.  
  
HARRY  
  
This is just blackmail material--  
  
OSBORN  
  
(o.s.)  
  
Why am I not surprised?  
  
Osborn, Octavius, and Stromm enter the cargo bay, not in the least bit happy to see Spider-Man and Harry in there, especially Harry.  
  
OSBORN  
  
Should have known you'd do something like this sooner or later, Harry. How many times have I told you that my business deals are none of your concern.  
  
Octavius reaches a tentacle over to Harry's camera and crushes it.  
  
OSBORN  
  
What am I going to do with you?  
  
SPIDER-MAN  
  
You're not going to do anything to him, Osborn. Count on it.  
  
OSBORN  
  
(to Spidey)  
  
You stay out of this.  
  
Another of Octavius' tentacles whips out and punches Spider-Man, who's sent staggering. The tentacle begins to coil around Spider-Man.  
  
Spidey looks at Octavius, and sees what looks like one of his webshooters sticking out of the inside pocket of Octavius' coat.  
  
Osborn turns to Stromm.  
  
OSBORN  
  
Stromm? Take Harry to my office. I want to have a word with him after Otto and I are finished with the wall-crawler.  
  
STROMM  
  
Yes sir.  
  
Spider-Man grabs the tentacle with both hands and yanks on it hard, swinging Octavius and slamming him against a pillar.  
  
SPIDER-MAN  
  
Harry! Get out of here now!  
  
Harry makes a run for the door, with Stromm in hot pursuit, while Osborn throws a punch at Spider-Man. Spidey leaps over him, and lands near Octavius, who's regaining his footing.  
  
Spidey keeps him off-balance by kicking him in the face, then reaches into his jacket with both hands and grabs his webshooters.  
  
SPIDER-MAN  
  
Thanks. You're a real pal.  
  
Octavius punches Spider-Man hard with his actual fist. Spidey is sent rolling, but quickly recovers, rolling into a crouched position, facing Osborn and still holding his webshooters.  
  
Spidey once again leaps over Osborn as a tentacle is launched where Spidey was an instant ago. The metallic appendage punches Osborn in the gut, doubling him over.  
  
Spidey perches atop a stack of crates, putting on his webshooters. Since he doesn't have time to remove his gloves, put them on, and put the gloves back on over them, he just straps them to his wrist outside his glove.  
  
SPIDER-MAN  
  
Guess it really is hard to find good help these days.  
  
Octavius grunts with rage and launches all four tentacles at Spider-Man, who hops off the crates, lands on a shorter stack of crates, and fires webbing at his two opponents.  
  
They guard their faces with their forearms, and find their entire upper bodies covered with webbing. Spidey fires a webline at the ceiling and swings from it to Ock and Osborn, extending both legs to kick them.  
  
Both are sent rolling, but once they get their feet under them, they use their strength to tear out of the webbing. Basically, all Spidey accomplished was angering them.  
  
Spider-Man's patented spider-sense blares.  
  
SPIDER-MAN  
  
Whuh-oh.  
  
He leaps upward to avoid the tentacles, and flips in midair to land feet- first on the ceiling, clinging to it.  
  
OCTAVIUS  
  
You're fighting a losing battle, Spider-Man. I almost killed you before; how can you possibly expect to beat me this time?  
  
SPIDER-MAN  
  
You do have a point. But you wanna know what I've observed?  
  
Spider drops off the ceiling and hops from crate stack to barrel stack, pillar to wall. Octavius can't get a bead on him, and Spider-Man leaps behind him and grabs his leather coat.  
  
Spidey leaps upward and twists in midair, throwing Octavius as hard as he can. Ock crashes through a set of large windows lining the top wall of the cargo bay...  
  
EXT. OSCORP WAREHOUSE - NIGHT  
  
...and sails through the air before landing in the water of the nearby harbor with a tremendous splash.  
  
INT. CARGO BAY  
  
Spider-Man catches his breath.  
  
SPIDER-MAN  
  
I've noticed your back isn't as well-guarded as your front. Hope you can swim.  
  
His spider-sense blares again, but before he can react, Osborn kicks him in the jaw. He's punched in the face and stomach a few more times, and hits the floor, winded. All this fighting has taken its toll on him.  
  
OSBORN  
  
You look a little worn out. I don't blame you. For what it's worth, you've given everyone involved one hell of a workout.  
  
SPIDER-MAN  
  
(coughing)  
  
How do you...*cough*..think I stay so...slim and trim?  
  
Osborn walks over to a security guard who's just now waking up, and takes his gun. He points it at Spider-Man. Stromm reenters the cargo bay, dragging Harry with him.  
  
OSBORN  
  
Go ahead. Make all the jokes you want. You're still dead.  
  
HARRY  
  
Dad, no! Leave him alone!  
  
Osborne ignores Harry and prepares to pull the trigger. Spider-Man is too injured to do anything about it.  
  
Tight close-up of Osborn's hand. It starts to tremble uncontrollably, and we notice that its green pallor is much more noticeable.  
  
Osborn can't stop his arm from shaking, and he accidentally drops the gun, clutching his arm.  
  
OSBORN  
  
Agh! What's happening?  
  
Stromm smirks.  
  
STROMM  
  
I suppose that's what happens when you try to forcibly mutate a human body. It appears your body's rejecting it. Or at least, I hope so.  
  
Osborn sinks to his knees, in serious pain. He looks at Stromm in confusion of that last statement.  
  
OSBORN  
  
Wh...what?  
  
Stromm lets go of Harry and strides forward.  
  
STROMM  
  
Funny what happens when one moves a decimal one place to the right in a formula, isn't it? The GLN formula...the "Goblin" formula, is quite fragile. A work of art, really. And it's my creation. I simply got tired of you using my creation for your own ends. You promised to share the power with me, but I know you too well.  
  
(picks up the gun, then aims it at Harry)  
  
As of now, I'm taking control of the company, and downsizing a couple of people: Your son and you, for starters.  
  
Osborn growls with rage, his pupils yellow for some reason.  
  
OSBORN  
  
You...son of a bitch...  
  
Osborn leaps at Stromm, who whips his gun around to shoot Osborn. He misses, and Osborn tackles him, his throat around Stromm's neck.  
  
The bullet punctures a chemical barrel. It explodes.  
  
explosion sets off a chain reaction that ignites ever chemical barrel in the cargo bay. Spider-Man grabs Harry.  
  
SPIDER-MAN  
  
Let's get out of here!  
  
HARRY  
  
Not without my dad!  
  
A nearby barrel explodes, engulfing Osborn and Stromm, and Spidey pulls Harry clear, leaping with him through the hole in the window Octavius made.  
  
EXT. OSCORP WAREHOUSE - NIGHT  
  
Spider-Man and Harry escape as the building explodes behind them. The shockwave carries them toward the docks, and they land on the boardwalk. After a moment, they catch their breaths.  
  
SPIDER-MAN  
  
You okay?  
  
HARRY  
  
Dad...  
  
SPIDER-MAN  
  
Oh, man...I'm sorry...  
  
Harry thinks for a minute. When he speaks, his voice is emotionless, even chilling.  
  
HARRY  
  
Don't be. From what I saw, he probably deserved it.  
  
Spider-Man stares at Harry in silence, unsure of how to answer that.  
  
SPIDER-MAN  
  
Let's just get you home.  
  
Two of Octavius' tentacles burst up from the water, and wrap around Spider- Man, pulling him off the boardwalk and into the water.  
  
HARRY  
  
Shit!  
  
Octavius rises from the water, supported by his other two appendages. He alights on the boardwalk, and holds Spider-Man underwater viciously.  
  
UNDERWATER  
  
Spidey struggles in the tentacles' grip, trying to get out of it before he drowns.  
  
TIGHT CLOSEUP of his hand, as it grips the appendage tightly, denting it slightly.  
  
TIGHT CLOSEUP of his face. It's obvious, even through the mask, that he's holding what little breath he has.  
  
EXT. OSCORP WAREHOUSE - NIGHT  
  
TIGHT CLOSUP of Octavius' intense sneer. He's determined to make sure Spidey dies this time.  
  
UNDERWATER  
  
Spidey's struggles become more desperate. He's out of air, and the appendages are pythoning the life out of him.  
  
TIGHT CLOSEUP of Spidey's hand. He's banging on the appendage with his fist.  
  
EXT. OSCORP WAREHOUSE - NIGHT  
  
Harry tries pulling on Octavius' arm (his real one) to get Octavius to let go of Spidey. It's a futile gesture, and Ock picks Harry up by the collar.  
  
UNDERWATER  
  
Spidey's fist slows.  
  
His fist uncurls, and his hand hangs limply, floating in the water.  
  
EXT. OSCORP WAREHOUSE - NIGHT  
  
Octavius smiles, knowing that it's over. His tentacles haul Spider-Man out of the water, and set him on the boardwalk. He seems to pay no attention to Harry, who's struggling futilely. Spider-Man lies on the boardwalk, unmoving.  
  
HARRY  
  
No!  
  
OCTAVIUS  
  
(turning to Harry)  
  
You're next.  
  
Abruptly, Spider-Man rolls onto his stomach, and coughs the water out of his lungs, rolling up his mask to expose his nose and mouth. This shocks both Ock and Harry.  
  
OCTAVIUS  
  
What?  
  
SPIDER-MAN  
  
(between coughs, out of breath)  
  
Jeez...you could...drown somebody like that...if you're not...careful.  
  
Octavius drops Harry, and, roaring with rage, sends two tentacles to punch Spider-Man, who rises to a kneeling position.  
  
Instead of leaping out of the way, Spider-Man grabs one in each hand and pulls on them.  
  
Octavius is yanked forward off-balance, and Spidey stands up, running to close the distance between himself and Ock.  
  
Spider-Man sends an uppercut at Ock, who is caught square in the chin and lifted several feet straight up, mechanical appendages flailing. This shot is as dramatic and painful-looking as possible.  
  
Spidey lands in a crouch on the boardwalk, and a moment later Octavius lands on his back nearby. His landing is much less graceful, as the boards break under the impact. Ock almost falls through. He seems to be, understandably, out cold.  
  
SPIDER-MAN  
  
Whaddaya know...a glass jaw. I finally found something on him that wasn't mechanical.  
  
Spider-Man and Harry watch as one of the tentacles slowly reaches out toward them, fingers grasping. After a moment, the fingers stop moving.  
  
HARRY  
  
Is...is he dead?  
  
SPIDER-MAN  
  
Unconscious, it looks like. Which is good. I didn't want to kill him.  
  
HARRY  
  
Aren't you supposed to? I mean...he's like, a bad guy.  
  
SPIDER-MAN  
  
(shrugging)  
  
Then I'd be one.  
  
They get up and walk toward the warehouse parking lot, where squad cars, fire engines, ambulances, and news station vehicles pull up. At the head of the pack is Captain Stacy.  
  
STACY  
  
What happened in there?  
  
HARRY  
  
My father is in there. Spider-Man got me out.  
  
SPIDER-MAN  
  
There's an elevator in there. You might want to look around down there; you'll find a lot of interesting labs and stuff.  
  
George looks at Spider-Man for a tense moment, wondering whether to follow Spidey's advice, or arrest him. Finally, he mobilizes the police and firemen, then pulls Harry aside.  
  
GEORGE  
  
Just hold on...we'll find him.  
  
(turning to Spider-Man)  
  
And thanks for your--  
  
Spider-Man is already gone.  
  
GEORGE  
  
Help?  
  
He looks up and spots Spidey crawling up a wall. Spidey looks down and shrugs.  
  
SPIDER-MAN  
  
It's past my bed time. See ya around, folks!  
  
He fires a webline off-camera, and leaps off the wall.  
  
The newspeople make sure the cameramen are getting this footage.  
  
FOLLOW Spidey as he swings away over the streets.  
  
One policeman gets George's attention from the boardwalk.  
  
POLICEMAN  
  
Captain? Better take a look at this...  
  
The policemen investigate, and find a defeated Octavius. Ock comes to, looking up and finding himself surrounded by cops. He's too weak to pose a threat.  
  
GEORGE  
  
Take him into custody. And keep an eye on him.  
  
Octavius looks at his mechanical hand, which opens and closes sluggishly. The fingers on one tentacle do the same thing.  
  
OCTAVIUS  
  
Spider-Man...called me an "octopus". It's funny...I'm not even...completely waterproof.  
  
DISSOLVE BACK TO  
  
INT. SUBWAY CAR - NIGHT  
  
Peter's stop comes up. He stands up from his seat and grabs his stuff.  
  
PETER  
  
(v.o.)  
  
Believe it or not, from there I was actually respected as a superhero by most people.  
  
He casts a glance to a Daily Bugle newspaper in a sleeping passenger's lap. Spider-Man's picture is on the front page, along with the headline, "SPIDER- MAN: VILLAIN IN DISGUISE?"  
  
PETER  
  
(v.o.)  
  
Notice I said "most" people. Jameson is a perennial exception.  
  
He exits the train.  
  
PETER  
  
(v.o.)  
  
Okay, you're probably wondering why I took the subway. I just wanted to relax for a change and save my web fluid. That stuff's expensive, y'know.  
  
CUT TO  
  
EXT. COMIC BOOK PUBLISHING COMPANY - DAY  
  
PAN UP to the top floor office window.  
  
PETER  
  
(v.o.)  
  
I do have an appearance to make tomorrow as Spider-Man, though.  
  
INT. COMIC BOOK PUBLISHING OFFICE - DAY  
  
Spider-Man sits and listens, looking around occasionally, as Stan paces around his office, giving a grand sales pitch to Spidey.  
  
STAN  
  
I can SEE the possibilities now, Spider-Man! I'll get one of my best artists on the book, I'll write -with you as a consultant, of course- and it'll be a tremendous hit! This has the potential to be even bigger than that mutant title I'm working on! What do you say?  
  
Spider-Man considers this for a moment, and turns to Maxie Schiffman, who's sitting in a chair next to Spidey.  
  
SPIDER-MAN  
  
So you were serious about that comic book thing.  
  
CUT TO  
  
EXT. WATSON HOUSE FRONT PORCH - DAY  
  
Peter and MJ do homework on the swing bench on the front porch.  
  
PETER  
  
(v.o.)  
  
And of course, there's the usual study thing with Mary Jane. Who knows, it could be eventful.  
  
MJ  
  
Salt?  
  
PETER  
  
Uh huh.  
  
MJ  
  
Sodium and chlorine mix into salt? Table salt?  
  
PETER  
  
This is what I'm saying, yes.  
  
MJ  
  
Hunh. That's pretty cool.  
  
PETER  
  
You didn't know that? That's like, fourth grade science class.  
  
MJ  
  
Hell, must've been absent that day. Sue me.  
  
PETER  
  
Okay. See what you can learn by hanging out with me?  
  
MJ  
  
Beats hanging out with Flash Thompson. He's nowhere near as smart. Or as cute.  
  
PETER  
  
No, I suppose not. I mean, it's no secret that in the brains department, Flash--  
  
(beat, blinking)  
  
Wait...did you just say...?  
  
MJ grins, tosses her textbook aside (and Peter's as well), and wraps her arms around his neck.  
  
MJ  
  
Yes, I just said. Study break?  
  
PETER  
  
Uhhhhh...sounds good. Study break, I mean.  
  
She kisses him softly, and a very surprised Peter kisses back, wrapping his arms around her. PAN LEFT to the screen door, where May Parker and Anna Watson watch with interest.  
  
CUT TO  
  
EXT. NEW YORK CITY ROOFTOP - SUNSET  
  
Close-up of Spider-Man's hands loading a webbing cartridge into his webshooter, and rolling the glove back down over it. PAN UP to Spider-Man's face. We'd swear he's smirking behind his mask.  
  
PETER  
  
(v.o.)  
  
But I'm definitely gonna get in some webslinging. Gotta represent...or something like that.  
  
Spidey steps to the ledge of the rooftop, looking down at the traffic around Times Square, where he first discovered his spider-powers.  
  
PETER  
  
(v.o.)  
  
I've been given these cool powers. Took me a while to get the hang of them, but Uncle Ben was right. There's a lot of responsibility that goes with 'em. So this is me being responsible.  
  
Spider-Man leaps off the ledge and fires a webline in midair. He swings at high speed past the camera, sending out another line at the apex of the swing. He continues this as he webswings down the street, and out of sight.  
  
PETER  
  
(v.o.)  
  
See ya!  
  
PAN LEFT to one of the signs atop one of the buildings. A figure in a torn black cloak emerges from behind it, and watches Spiderman swing off.  
  
CLOSE IN on the figure. His back is to us, so we can't make out who it is. However, his voice is familiar.  
  
FIGURE  
  
You thought I was dead, Spider-Man. I'll allow you that illusion for now.  
  
Continue CLOSING in until his right hand, pressed against the side of the sign, fills the screen. The hand has an unhealthy green pallor, which we've seen before...on Norman Osborn.  
  
OSBORN  
  
(o.s.)  
  
But the Goblin formula, and your DNA, have made me stronger. This isn't over.  
  
FINAL FADE TO BLACK 


End file.
